1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 30 OF 2011 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Alliance Jewelleries Private Limited And Pink Jewellery Private Limited with Brightest Circle Jewellery Limited And their respective shareholders Alliance Jewelleries Private Limited } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } B-6, 1st Floor, Laxmi Towers, } Bandra Kurla Complex, Bandra (East), } Mumbai – 400 051 }…Applicant Company Called for Summons for Direction CORAM: S. C. DHARMADHIKARI, J. DATE: 14TH JANUARY , 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the 2 Affidavit dated 7th day of January, 2011 of Mr. Vijay R. Agarwal, Authorised Representative of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Alliance Jewelleries Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Alliance Jewelleries Private Limited, the Applicant Company and Pink Jewellery Private Limited with Brightest Circle Jewellery Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D7” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of Alliance Jewelleries Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Alliance Jewelleries Private Limited, the Applicant Company and Pink Jewellery Private Limited with Brightest Circle Jewellery Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty seven of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of petition in one issue 3 each of a daily newspaper viz „Free Press Journal‟ in English and „Maharashtra Times‟ in the Marathi. The said undertaking is accepted. 3. That there are no Secured Creditors in Alliance Jewelleries Private Limited, the Applicant Company as stated in paragraph twenty eight of the Affidavit in support of Company Summons for Direction and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. The filing of separate Company Summons for Direction and Company Scheme Petition by Brightest Circle Jewellery Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs twenty nine and thirty of the Affidavit in support of Company Summons for Direction. (S.C. DHARMADHIKARI, J.)