1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1045 OF 2009 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 Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited (‘IIPL’ or ‘the First Transferor Company’) and Teamtech Eighteen Media Private Limited (‘TEMPL’ or ‘the Second Transferor Company’) and V Care Management Services Private Limited (‘VMSPL’ or ‘the Third Transferor Company’) and Interjewel Private Limited (‘IPL’ or ‘the First Transferee Company’ or ‘the First Demerged Company’) and D. Navinchandra Export Private 2 Limited (‘DNEPL’ or ‘the Second Transferee Company’ or ‘the Second Demerged Company’) and Platinum Diamonds Private Limited (‘PDPL’ or ‘the First Resulting Company’) and D. Navinchandra Gems Private Limited (‘DNGPL’ or ‘the Second Resulting Company’) and their respective shareholders Platinum Diamonds Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 210, Prasad Chambers, Opera House, Mumbai – 400 004 ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla J Date: 9th October, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant 3 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 24th day of September, 2009 of Mr. Rajesh Harshadbhai Shah, Authorised Signatory of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Platinum Diamonds Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited, the First Transferor Company and Teamtech Eighteen Media Private Limited, the Second Transferor Company and V Care Management 4 Services Private Limited the Third Transferor Company and Interjewel Private Limited, the First Transferee / Demerged Company and D. Navinchandra Export Private Limited, the Second Transferee / Second Demerged Company and Platinum Diamonds Private Limited , the Applicant / First Resulting Company and D. Navinchandra Gems Private Limited , the Second Resulting Company and their respective shareholders, be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “J1” & “J2” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors in Platinum Diamonds Private Limited, the Applicant Company, as mentioned in paragraph 21 of the affidavit, in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 5 3. That the convening and holding the meeting of the Unsecured Creditors of Platinum Diamonds Private Limited, to consider and, if thought fit, approve, with or without modifications, the proposed Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited , the First Transferor Company and Teamtech Eighteen Media Private Limited , the Second Transferor Company and V Care Management Services Private Limited the Third Transferor Company and Interjewel Private Limited, the First Transferee / Demerged Company and D. Navinchandra Export Private Limited, the Second Transferee / Second Demerged Company and Platinum Diamonds Private Limited , the Applicant / First Resulting Company and D. Navinchandra Gems Private Limited , the Second Resulting Company and their respective shareholders, is dispensed with in view of the averments made in paragraph 22 of the affidavit in support of the Summons for Directions and in view of the 6 undertaking given by the Applicant Company in the said paragraph to serve individual notice of the hearing of the Petition by R. P. 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 circulated in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J) …