1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1477 OF 2008. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Section 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Tara Jewels Export Private Limited and T Two International Private Limited with Tara Ultimo Private Limited. Tara Ultimo Private Limited, a company ) incorporated under the Companies Act, ) 1956 having its Registered Office at Plot ) No. 29(P) & 30(P), Sub plot ‘A’, SEEPZ, ) SEZ, Andheri - (East), Mumbai – 400 096.) …Applicant Company Called for Summons for Direction Coram : A. M. Khanwilkar, J. Date : 24th October, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 2 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 17th day of October, 2008 of Mr. C. S. Nayak, the Constituted Attorney of the Applicant Company, in support of the 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 Tara Jewels Export Private Limited (the “First Transferor Company”) and T Two International Private Limited (the “Second Transferor Company”) together “ the Transferor Companies” with Tara Ultimo 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 “K-1 ” to “K-4” to the affidavit in support of the Summons for Directions. 2. That the convening and holding of the meeting of the 3 Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Tara Jewels Export Private Limited (the “First Transferor Company”) and T Two International Private Limited (the “Second Transferor Company”) together “ the Transferor Companies” with Tara Ultimo Private Limited, the Applicant / Transferee Company is dispensed with in view of the averment made in paragraph 21 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition to all its Secured Creditors by Registered Post A.D. and also to publish the same in two local newspapers. 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 approve the proposed the Arrangement embodied in the Scheme of Amalgamation of Tara Jewels Export Private Limited (the “First Transferor Company”) and T Two International Private Limited (the “Second Transferor Company”) together “ the Transferor Companies” with Tara Ultimo Private Limited, the Applicant / Transferee Company is dispensed with in view the averment made in paragraph 22 of the Affidavit in support of the Summons for 4 Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition to all its Unsecured Creditors by Registered Post A.D. and also to publish the same in twp local newspapers. The said undertaking is accepted. COMPANY JUDGE