- 1 - 7.csd.277.2011= skt IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.277 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of M. Suresh Jewellery Private Limited. AND In the matter of the Scheme of Arrangement and Reconstruction of – M. Suresh Jewellery Private Limited, C. I. Jewels Private Limited, Shree Gaurishankar Investment Private Limited, Apex Diamond Exports Private Limited WITH M. Suresh Exports Private Limited. M. Suresh Jewellery Private Limited, ] incorporated and registered under the ] Companies Act, 1956, having its ] registered office at Plot -18, Seepz, ] Andheri (East), Mumbai – 400 093 ] ..... Applicant. Called Summons for Direction. CORAM : S. J. VAZIFDAR, J. DATE : 6TH MAY 2011. - 2 - 7.csd.277.2011= Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co. Advocates for Applicant. MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b. M/s. Sanjay Udeshi & Co., Advocates for Applicant, AND upon reading the Affidavit dated 3rd March, 2011 of Mr. Manish R. Pethani, Director of the Applicant Company in support of the Summons for direction and the Exhibits therein referred to, IT IS ORDEARED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement and Reconstruction of of M. Sursh Jewellery Private Limited, C. I. Jewels Private Limited, Shree Gaurishankar Investment Exports 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 “D-1” to “D-8” to the Affidavit n Support of Summons for Direction. 2. The convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement and Reconstruction of M. Suresh Jewellery Private Limited, - 3 - 7.csd.277.2011= C. I. Jewels Private Limited, Shree Gaurishankar Investment Private Limited, Apex Diamond Exports Private Limited with M. Suresh Exports Private Limited is dispensed with in view of the averments made in paragraph 29 of the Affidavit in support f Summons for Direction. The Applicant undertakes to obtain the consent of its sole Secured Creditor before filing the Petition which will be filed for obtaining sanction of this Court to the proposed Scheme. The Applicant has also undertaken to issue an individual notice of hearing of Petition by R.P.A.D. to the said Secured Creditor, if the Applicant is not able to obtain its consent before filing the said Petition. The undertaking is accepted. 3. The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement and Reconstruction of M. Suresh Jewellery Private Limited, C. I. Jewels Private Limited, Shree Gaurishankar Investment Private Limited, Apex Diamond Exports Private Limited with M. Suresh Exports Private Limited, is dispensed with in view of the consents given by 28 out of 42 Unsecured Creditors of the Applicnt Company which are annexed as Exhibits “H-1” to “H-28” to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consents of its remaining Unsecured Creditors before filing the Petition which will be filed for - 4 - 7.csd.277.2011= obtaining sanction of this Court to the proposed Scheme. The Applicant has also undertaken to issue an individual notice of hearing of Petition by R.P.A.D. to its remaining Unsecured Creditors, if the Applicant is not able to obtain their consents before filing the Petition. The undertaking is accepted. 4. The Applicants hereby unconditionally agree that any of the creditors other than those whose consent has been obtained. shall also be entitled to enforce their claims, if any, against the transferor irrespective of the Scheme being sanctioned or not. It is also so ordered. (S.J. Vazifdar, J.) -