- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.241 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 read with section 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AJMAL PERFUMES PRIVATE LIMITED with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1, Cecil Court, 24, Mahakavi Bhushan Marg, Behind Regal Cinema, Mumbai-400001. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 27th February, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of February, 2009 of Mr. Jamal Akhtar Khan, the Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- - 2 - 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 AJMAL PERFUMES PRIVATE LIMITED, the Transferor Company with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit “F-1” to “F-6” to the affidavit in support of the Summons for Direction. 2. Order 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 AJMAL PERFUMES PRIVATE LIMITED, the Transferor Company with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by the of the Applicant Company, which is annexed as Exhibit “G-1” to “G-3” to the affidavit in support of the Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as mentioned in para 15 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meetings of Secured Creditors does not arise 4. Order that the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on February 12, 2009 and in view of the averment - 3 - made in paragraph (17) of the Affidavit dated the 20th day of February, 2009 of Mr. Jamal Akhtar Khan that the reduction of equity share capital and utilisation of reserve account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with. Sd/- COMPANY JUDGE