IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.210 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Goodluck Millenium Trading & Marketing Pvt. Ltd (the “Transferor Company”), a company incorporated under the Companies Act, 1956 and having its registered office situated AB 01 / A, Neelam Centre, Hind Cycle Road, Worli, Mumbai – 400 030 AND In the matter of Scheme of Amalgamation between Amazon Online Pvt. Ltd., Argentum Management Services Pvt. Ltd., Claridges Infotech Pvt. Ltd., Goodluck Millennium Trading & Marketing Pvt. Ltd., Tagg Cybertech Pvt. Ltd. (formerly known as IOL Cybertech Pvt. Ltd.), Kohinoor Merchandise Pvt. Ltd., Moksh Infotech Pvt. Ltd., Nebula Software Pvt. Ltd. AND Primier Millennium Trading & Marketing Pvt. Ltd. ( the “Transferor Companies”) AND Kenwood Infotech Pvt. Ltd (the “Transferee Company”) and their respective shareholders and creditors. Goodluck Millenium Trading & Marketing Pvt. Ltd (the “Transferor Company”), a company incorporated under the Companies Act, 1956 and having its registered office situated at AB 01 / A, Neelam Centre Industrial Premises, Basement, Hind Cycle Road, Worli, Mumbai – 400 030. } } } } } } ...Applicant Company Called Summons for Directions Coram: S. J. Vazifdar, J Date: 20th February 2009 Mr. Akshay Vani for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Akshay Vani, Advocate for Applicant Company, AND UPON READING the Affidavit dated 7th January 2009 of Mrs. Kanchan Dhuri, the Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:- 1. that the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Amazon Online Pvt. Ltd., Argentum Management Services Pvt. Ltd., Claridges Infotech Pvt. Ltd., Goodluck Millennium Trading & Marketing Pvt. Ltd., Tagg Cybertech Pvt. Ltd. (formerly known as IOL Cybertech Pvt. Ltd.), Kohinoor Merchandise Pvt. Ltd., Moksh Infotech Pvt. Ltd., Nebula Software Pvt. Ltd. and Primier Millennium Trading & Marketing Pvt. Ltd. the Transferor Companies with Kenwood Infotech Pvt. Ltd, the “Transferee Company” is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B1 to B4” to the Affidavit in support of the Summons for Direction. 2. that the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of the Transferor Companies with the Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “D1 to D 2” to the Affidavit in support of the Summons for Direction; Company Judge