IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.410 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Mahendra Brothers Exports Private Limited; AND IN THE MATTER of Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and 2 Visualise Financial Services Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors. Mahendra Brothers Exports Private Limited, a Company ) incorporated under the Companies Act, 1956 ) Having its Registered Office at 611, Panchratna, ) Mama Parmanand Marg, Opera House, Mumbai. ) Applicant / Transferee Company Called Summons for Direction Coram: S. J. Vazifdar J. Dated: 28th June, 2010 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 14th June, 2010 and 28th June 2010 of Mr. Saunak Parikh, Director of the Applicant Company in 3 support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED:- 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(s), the Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and Visualise Financial Services Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity shareholders of the Applicant company which are annexed as Exhibits “P-1” to “P-13” to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of the Preference shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and Visualise Financial Services Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Preference shareholders of the Applicant company which are annexed as Exhibits “Q-1” to “Q-34” to the Affidavit in support of Summons for Direction. . The Applicant Company undertakes to issue individual notice of date of 4 hearing of Petition to its other Preference Shareholders whose consents are not obtained. The undertaking is accepted. 3. That convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and Visualise Financial Services Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors is dispensed with, in view of the consent letters given by all the Secured Creditors of the Applicant Company which are annexed as Exhibit “R-1” to “R-9” to the Affidavit in support of the Summons for Direction. 4. That 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(s), Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and Visualise Financial Services Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consent given by all the Unsecured creditors which are annexed and marked as Exhibit “A- 1” and “A-60” in the Affidavit dated 28th June, 2010 of Mr. Saunak Parikh, Director of the Applicant Company. The Applicant Company undertakes to obtain consents 5 to the scheme from the remaining unsecured creditors at the time of the filing of the petition. The said Undertaking is accepted. (S. J. VAZIFDAR J.)