Inter Jewels (India) Private Limited v. Teamtech Eighteen Media Private

AND In the matter of Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited (‘IIPL’ or ‘the First Transferor Company’) Teamtech Eighteen Media Private Limited (‘TEMPL’ or ‘the Second Transferor Company’) V Care Management Services Private Limited (‘VMSPL’ or ‘the Third Transferor Company’) Interjewel Private Limited (‘IPL’ or ‘the First Transferee Company’ or ‘the First Demerged Company’) D. Navinchandra Export Private Limited (‘DNEPL’ or ‘the Second Transferee Company’ or ‘the Second Demerged Company’) Platinum Diamonds Private Limited 2 (‘PDPL’ or ‘the First Resulting Company’) D. Navinchandra Gems Private Limited (‘DNGPL’ or ‘the Second Resulting Company’) their respective shareholders CARE MANAGEMENT V SERVICES 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 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 3 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:

That convening and holding of the meeting of the Equity Shareholders of V Care Management Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in 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 Services Private Limited , the Third Transferor Company and Interjewel Private Limited, the First Transferee / First Demerged Company and D. Navinchandra Export Private Limited, the Applicant / Second Transferee / Second 4 Demerged Company and Platinum Diamonds Private Limited, the 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 “H1” to “H8” to the Affidavit in support of the Summons for Directions.

There are no Secured Creditors in V Care Management Services Private Limited, the Applicant Company, as mentioned in paragraph 16 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.

There are no Unsecured Creditors in V Care Management Services Private Limited, the Applicant Company, as mentioned in paragraph 17 of the affidavit, in support of 5 the Summons for Directions. Hence the question of convening and holding the meeting of Unsecured Creditors does not arise. (S. J. Kathawalla, J)