IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 443 OF 2010. 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 Arrangement between Shrenuj Gems & Jewellery Limited (“SGL” or “the Transferor Company No. 1”) and Shrenuj Diajewels Limited (“SDL” or “the Transferor Company No. 2”) and Shrenuj & Company Limited (“SCL” or “the Transferee Company”); AND Their respective Shareholders Shrenuj & Company Limited, a company incorporated under the Companies Act, 1956 having its registered office at 405, Dharam Palace 100-103, N.S. Patkar Marg, Mumbai 400 007 ) ) ) ) ) ……… Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 25th June, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18th day of June, 2010 of Mr. Sanjay Abhyankar, Company Secretary of the Applicant Company, in support of the Summons for Direction and the exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Shrenuj & Company Limited, the Applicant / Transferee Company be convened and held at Yashwantrao Chavan Pratishthan, 4th Floor, Near Mantralaya, General Jaganath Bhosale Marg, Nariman Point, Mumbai – 400 021 on Wednesday the 28th day of July, 2010 at 10.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in Scheme of Arrangement between Shrenuj Gems & Jewellery Limited, the Transferor Company No. 1 and Shrenuj Diajewels Limited, the Transferor Company No. 2 and Shrenuj & Company Limited, the Applicant / Transferee Company. 2. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in Free Press Journal in English, circulated at Mumbai and Maharshtra Times in Marathi, circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders, of the Applicant Company, to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the 2 prescribed form of proxy, shall be sent by pre-paid letter posted Under Certificate of Posting addressed to each of the Equity Shareholders at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meeting of the shareholders as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted 5. That Mr. Suresh N Talwar, Director of the Applicant Company, and failing him, Mr. S. S. Thakur, Director and failing him, Dr. Surendra A. Dave, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Yashwantrao Chavan Pratishthan, 4th Floor, Near Mantralaya, General Jaganath Bhosale Marg, Nariman Point, Mumbai – 400 021 on Wednesday the 28th day of July 2010 at 10.00 a.m., or any adjournment or adjournments thereof. 6. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. 3 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 8. That voting by proxy/authorized representative be permitted, provided that a proxy/authorized representation in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 405, Dharam Palace 100-103, N.S. Patkar Marg, Mumbai 400 007, not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the meeting. 10. That the Chairman do report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 11. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement is dispensed with in view of the averment made in paragraph 24 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. 4 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement is dispensed with in view of the averment made in paragraph 24 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post 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 having circulation in Mumbai. The said undertaking is accepted. (S. J. Vazifdar, J.) 5