IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1639 OF 2008 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 Amalgamation of Mohit Jewellery Private Limited (‘the Transferor Company’) with Mohit Diamonds Private Limited (‘the Transferee Company’) and their respective Shareholders and Creditors MOHIT DIAMONDS PRIVATE LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Mehta Bhavan, 311 New Charni Road Mumbai 400 004 ) ) ) ) ) )……. Applicant Company Called for Summons for Direction Coram: A M Khanwilkar J. Date: 12 th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of December, 2008 of Mr. Anoop Mehta, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED 1. THAT convening and holding the meeting of the Equity Shareholders of Mohit Diamonds Private Limited, the Applicant/ Transferee Company for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Mohit Jewellery Private Limited, the Transferor Company with Mohit Diamonds Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed as Exhibits H 1 to H 5 to the affidavit in support of the Summons for Directions. 2. The convening and holding the meeting of the Preference Shareholders of Mohit Diamonds Private Limited, the Applicant/ Transferee Company for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Mohit Jewellery Private Limited, the Transferor Company with Mohit Diamonds Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all Preference Shareholders of the Applicant Company, which are annexed as Exhibits I 1 to I 2 to the affidavit in support of the Summons for Directions. 3. The convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averments made in paragraph 18 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition to all its Secured Creditors by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 4. The convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averments made in paragraph 19 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition to all its Unsecured Creditors by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. Company Judge