IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.536 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of: 1. SUASHISH JEWELRY INDIA LIMITED WITH 2. SUASHISH DIAMONDS LIMITED SUASHISH JEWELRY INDIA LIMITED 503-504, Lakshandi Apartment, A-Wing, Krishna Vatika Marg, Gokuldham, Gorgoan (East), Mumbai-400 063. …..APPLICANT Called Summons for Directions: CORAM: S.C. Dharmadhikari J. Dated : 9th September 2011 Mr. Kedar Wagle, Advocate for the Applicant. MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Directions AND UPON HEARING Mr.Kedar Wagle, Advocate for Applicant abovenamed AND UPON READING the Affidavit dated 11th day August, 2011 of Mr.Rajeshkumar R.Kedia, Director of the Applicant in support of the Summons for Direction, and the Exhibits referred to therein, IT IS ORDERED:- 1 1. THAT the convening of the meeting of the Equity Shareholders of SUASHISH JEWELRY INDIA LIMITED , the Transferor Company for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of SUASHISH JEWELRY INDIA LIMITED the Transferor Company with SUASHISH DIAMONDS LIMITED, the Transferee Company, is dispensed with in view of the consent given by the Transferee Company which is one of the Equity Shareholder of the Applicant Company which is annexed as Exhibit “I” and in view of the undertaking given in paragraph 19 of the said Affidavit in support of the Summons for Direction to obtain consent of its remaining Shareholders before filing of the Company Scheme Petition. The Applicant Company also undertake to replace the said consent which is under office objection with the proper consent. Both the said undertakings are accepted. 2. There is no Secured Creditor of the Applicant Company as stated in paragraph 20 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of Unsecured Loan Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of SUASHISH JEWELRY INDIA LIMITED the Transferor Company with SUASHISH DIAMONDS LIMITED, the Transferee Company is dispensed with in view of consent given by the sole Unsecured Loan Creditor which is annexed as Exhibit-K to the Affidavit in support of the Summons for Direction. 2 4. That the convening and holding the meeting of the Sundry Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of SUASHISH JEWELRY INDIA LIMITED the Transferor Company with SUASHISH DIAMONDS LIMITED, the Transferee Company is dispensed with in view of consents given by 4 out of 6 Sundry Creditors which are Annexed as Exhibit-K to K-3 to the said Affidavit and in view of undertaking given at paragraph 22 of the said affidavit to give individual notice of the hearing of Petition by registered post to its remaining 2 Sundry Creditors. The undertaking is accepted. 5. That filing of a separate Company Summons of Directions/Company Scheme Petition by Suashish Diamonds Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 24 of the said affidavit. (S. C. Dharmadhikari, J) 3