1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 371 OF 2011 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; In the matter of Composite Scheme of Arrangement regarding reduction of capital of Ez-comm Trade Technologies Limited And Amalgamation of Ez-comm Wireless India Private Limited And Centerac India Private Limited With Ez-comm Trade Technologies Private Limited And their Respective Shareholders Ez- Comm Wireless India Private Limited } a company Incorporated under the Companies Act, 1956 } having its registered office at Daulatram Mansion 4th Floor, } Salgaonkar Marg, Colaba, Mumbai 400005 } } …..Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA J DATE : 24TH JUNE 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th April, 2011 of Mr. Sanjiv Khandelwal, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of Ez- Comm Wireless India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement regarding reduction of capital of Ez-comm Trade Technologies Limited and Amalgamation of Ez-comm Wireless India Private Limited and Centerac India Private Limited with Ez-comm Trade Technologies Private Limited and their Respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company, which is annexed as Exhibit “C” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in Ez- Comm Wireless India Private Limited, the Applicant Company, as stated in paragraph 12 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3 3. That the convening and holding of the meeting of Unsecured Creditors of Ez- Comm Wireless India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement regarding reduction of capital of Ez-comm Trade Technologies Limited and Amalgamation of Ez-comm Wireless India Private Limited and Centerac India Private Limited with Ez-comm Trade Technologies Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph 13 of the Affidavit in support of Company Summons for Direction inter alia, stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/ or Arrangement with the Creditors as no sacrifice is called for and that the Unsecured Creditors will not be affected by the proposed scheme as the Transferee Company will take over all the Assets and liabilities of the Applicant Company. The Applicant Company has also given an undertaking to serve an individual notice of hearing of Petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., Free Press Journal in English language 4 and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)