IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 442 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Shrenuj Gems & Jewellery Limited (“SGJL” or “the Transferor Company No. 1”) and Shrenuj Diajewels Limited (“SDL” or “the Transferor Company No. 2”) and Shrenuj & Company Limited (“SCL” or “the Transferee Company”); AND Their respective Shareholders Shrenuj Diajewels Limited, a company incorporated under the Companies Act, 1956 having its registered office at G - 20, Gems & Jewellery Complex - II, Seepz, Andheri (East) , Mumbai – 400 096 ) ) ) ) ) ……… Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 25th June, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant 1 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18th day of June, 2010 of Mr. Sanjay Abhyankar, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders of Shrenuj Diajewels Limited, the Applicant/Transferor Company No.2 to consider, and if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Shrenuj Gems & Jewellery Limited and Shrenuj Diajewels Limited and Shrenuj & Company Limited 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 C1 to C8 to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement between Shrenuj Gems & Jewellery Limited and Shrenuj Diajewels Limited and Shrenuj & Company Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 24 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in Free Press Journal, in 2 English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement between Shrenuj Gems & Jewellery Limited and Shrenuj Diajewels Limited and Shrenuj & Company Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 24 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of 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 having circulation in Mumbai. The said undertaking is accepted. (S. J. Vazifdar, J.) 3