1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 97 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; AND In the matter of Scheme of Amalgamation of Elder Infotech Private Limited (the Transferor Company No.1) AND Elder Technologies Private Limited (the Transferor Company No.2) AND Acquire Telecom Private Limited (the Transferor Company No.3) AND Petron Projects Private Limited (the Transferor Company No.4) AND Norfolk Technologies Private Limited (the Transferor Company No.5) WITH Elder IT Solutions Private Limited (the Transferee Company) AND Their respective Shareholders and Creditors. 2 NORFOLK TECHNOLOGIES PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 20, Shiv Plaza, 1st Floor, Station Road, Kandivali (West), Mumbai- 400067. ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 11th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Company, Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th January, 2011 of Mr. Sanjay Pawar, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to,, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Norfolk Technologies Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Elder Infotech Private Limited , the Transferor Company No.1 and Elder Technologies Private Limited, the Transferor Company No.2 and Acquire Telecom Private Limited, the Transferor Company No.3 and Petron Projects Private Limited, the Transferor Company No.4 and Norfolk Technologies Private Limited, the Transferor Company No.5 with Elder IT 3 Solutions Private Limited, the Transferee Company and their respective Shareholders and Creditors, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ and ‘D2’ to the Affidavit in support of the Company Summons for Direction. 2. That convening and holding the meeting of the sole Preference Shareholder of Norfolk Technologies Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Elder Infotech Private Limited, the Transferor Company No.1 and Elder Technologies Private Limited, the Transferor Company No.2 and Acquire Telecom Private Limited, the Transferor Company No.3 and Petron Projects Private Limited, the Transferor Company No.4 and Norfolk Technologies Private Limited, the Applicant / Transferor Company No.5 with Elder IT Solutions Private Limited, the Transferee Company and their respective Shareholders and Creditors, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibits ‘F’ to the Affidavit in support of the Company Summons for Direction. 3. That there are no Secured Creditors of the Applicant Company as stated in paragraph 37 of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That convening and holding the meeting of the Unsecured Creditors of Norfolk Technologies Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Elder Infotech Private Limited, the Transferor Company No.1 and Elder Technologies Private Limited, the Transferor Company No.2 and 4 Acquire Telecom Private Limited, the Transferor Company No.3 and Petron Projects Private Limited, the Transferor Company No.4 and Norfolk Technologies Private Limited, the Applicant / Transferor Company No.5 with Elder IT Solutions Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by Six Unsecured Creditors out of Seven Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘H1’ to ‘H6’ to the Affidavit in support of the Company Summons for Direction and in view of the averments made in paragraph 38 of the said Affidavit. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon its remaining Unsecured Creditor and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S. C. Dharmadhikari, J.)