1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 376 OF 2010 IN THE MATTER OF THE COMPANIES ACT,1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF WHP JEWELLERS INDIA PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF WHP JEWELLERS INDIA PRIVATE LIMITED WITH WAMAN HARI PETHE JEWELLERS INDIA PRIVATE LIMITED [formerly known as Waman Hari Pethe Jewellers (Exports) Private Limited] WHP Jewellers India Private Limited A Company duly incorporated under The Companies Act, 1956 and having Its Registered Office at Pethe Building, Ranade Road, Dadar (West), Mumbai-400028 ] APPLICANT 2 Called Summons for Direction Coram: - S. J. Vazifdar, J. Dated: - 11th June ,2010 Mrs. Geetanjali Prabhu i/b M/s. Vigil Juris, Advocate for Applicant MINUTES OF ORDER UPON the Application of the Applicant Company abovementioned by a Summons for Direction AND UPON Hearing Mrs. Geetanjali Prabhu i/b M/s. Vigil Juris, Advocate for the Applicant company AND UPON reading the Affdavit dated 03rd May, 2010 of Mr. Dilip M. Pethe, Director of the Applicant Company, in support of the Summons for Direction, IT IS ORDERED : 1. That the convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of WHP Jewellers India Private Limited with Waman Hari Pethe Jewellers India Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits G-1 to G- 10 to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors, Preference shareholders or Debentureholders of the Applicant Company as mentioned in Paragraph . 25 of the Affidavit in 3 Support of the Summons for Direction, hence the Question of convening and holding the meeting of the Secured Creditors, Preference Shareholders or Debentureholders does not arise. 3. That the convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, Approving, with or without modification(s), the proposed Scheme of Amalgamation of WHP Jewellers India Private Limited with Waman Hari Pethe Jewellers India Private Limited ,is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits H-1 to H- 6 to the Affidavit in Support of Summons for Direction. (S. J. Vazifdar, J)