IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.133 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement of Givaudan (India) Private Limited (“the First Transferor company”) and Givaudan Flavours (India) Private Limited (“the Second Transferor Company”) with Vinarom Private Limited (“the Transferee Company”) and their respective Shareholders. GIVAUDAN (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 401-410, ‘A’ wing, Bonanza Building, Sahar Plaza Complex M.V. Road Andheri (East), Mumbai – 400059. ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Vazifdar J. Date: 30 th January, 2009 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd day of January, 2009 of Mr. Ashish Shah, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Givaudan (India) Private Limited, the Applicant / First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Givaudan (India) Private Limited, the First Transferor Company and Givaudan Flavours (India) Private Limited, the Second Transferor Company with Vinarom Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits L1 and L2 to the Affidavit in support of the Summons for Directions. 2 2) There are no Secured Creditors of Givaudan (India) Private Limited, the Applicant / First Transferor Company, as mentioned in paragraph 21 of the Affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of Givaudan (India) Private Limited, the Applicant / the First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Givaudan (India) Private Limited, the First Transferor Company and Givaudan Flavours (India) Private Limited, the Second Transferor Company with Vinarom Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. Company Judge 3