- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.240 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 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 PERFUMES 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. Order 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 Applicant / Transferor Company” with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED, the 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 “B-1” to “B-2” to the affidavit in support of the Summons for Direction. 2. Order that the convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AJMAL PERFUMES PRIVATE LIMITED, “the Applicant / Transferor Company” with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which is annexed as Exhibit “C-1” to “C- 2” to the affidavit in support of the Summons for Direction. 3. There are no Secured and Unsecured Creditors as mentioned in para 16 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. Sd/- COMPANY JUDGE