Jasani Jewelery Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 498 OF 2016 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 Composite scheme of Arrangement between Diaman Exports Private Limited, RatilalBecharlal Diamonds Private Limited, Ornate Gems Private Limited, JasaniJewellery Private Limited , Unigem India Private Limited and Jasani Diamonds Private Limited and their respective shareholders and creditors;

And In the matter of Jasani Diamonds Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at HW 6010, Tower "H", 6th Floor, Bharat Diamond Bourse, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051 And UNIGEM India Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at HW6010, Tower "H", 6th Floor, Bharat Diamond Bourse, BandraKurla Complex, Bandra (East), Mumbai - 400051.

JASANI JEWELERY PRIVATE LIMITED ) a Company incorporated under the Companies Act, ) 1956, having its registered office at HW-6010, ) Tower "H", 6th Floor, Bharat Diamonds Bourse, ) BandraKurla Complex, Bandra (East), ) Mumbai 400 051 ) ...Applicant

Called for Direction Mr. Satish Shah along with Mr. Rahul Bothra and Ms. UrjitaBadheka i/b. Pallavi Sharma Advocates for Applicant Coram: B P. Colabawalla, J.

Dated: 1st July, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARINGMr. Satish Shah, Advocate instructed by Ms. Pallavi Sharma Advocate for Applicant Company, AND UPON READING the Affidavit dated 16th day of March, 2016 of Mr. Ameet Shah, the Authorizedsignatory of Applicant Company and Further Affidavit dated 13th day of May, 2016 of Mr. ShyamJasani, Director of Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:-

1. The meeting of the Equity Shareholders of the Applicant Company, is dispensed with respect to the proposed Scheme of demerger amongst Diaman Exports Private Limited, RatilalBecharlal Diamonds Private Limited, Ornate Gems Private Limited,UNIGEM India Private Limited with Jasani Diamonds Private Limited the Resulting Company andthe proposed merger of the Amalgamating undertakings i.e. Diaman Exports Private Limited, RatilalBecharlal Diamonds Private Limited, Ornate Gems Private Limited,JasaniJewellery Private Limitedand UNIGEM India Private Limited with UNIGEM India Private Limited the

Amalgamated Company and their respective shareholders and creditors, in view of the consent given by two Equity Shareholders of the Applicant Company, which are annexed as Exhibit "L" to the Affidavit in support of Summons for Direction.

2. That there is one Unsecured Creditors of the Applicant Company as stated in paragraph 14 of the Affidavit in Support of Company Summons for Direction.The meeting of the Unsecured Creditor of the Applicant Company, is dispensed with respect to the proposed Scheme of demerger amongst Diaman Exports Private Limited, RatilalBecharlal Diamonds Private Limited, Ornate Gems Private Limited, UNIGEM India Private Limited with Jasani Diamonds Private Limited the Resulting Company and the proposed merger of the Amalgamating undertakings i.e. Diaman Exports Private Limited, RatilalBecharlal Diamonds Private Limited, Ornate Gems Private Limited, JasaniJewellery Private Limited and UNIGEM India Private Limited with UNIGEM India Private Limited the Amalgamated Company in view of the consent given by the sole Unsecured Creditors of the Applicant Company, which is annexed as Exhibit "N" to the Affidavit in support of Summons for Direction.

3.

The Learned Counsel for the Applicant Company states that clause 14.4 of the Scheme gives power to the Board of Directors of the Applicant Company to modify or amend any part of the Scheme. It is

therefore clarified that the power vested under clause 14.4 of the Scheme will be subject to approval of the High Court. (B P. Colabawalla, J.) C E R T I F I C A T E I certify that this Order uploaded is a true and correct copy of original signed order.

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