1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 771 OF 2011. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of LAMBODAR NIRMIT LIMITED, the First Transferor Company AND NIKI METAL COMPANY LIMITED, the Second Transferor Company WITH INDIAN INFOTECH AND SOFTWARE LIMITED, the Transferee Company INDIAN INFOTECH AND SOFTWARE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 604, Murlidhar Chambers, 352, J. S. S. Road, next to Thakurdwar Post Office, Mumbai – 400 002. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram : S. C. Dharmadhikari, J Date : 16th December, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s.Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th December, 2011 of Mr. Nitesh Chaudhary, Company Secretary 2 of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of INDIAN INFOTECH AND SOFTWARE LIMITED, “the Applicant/ Transferee Company” be convened and held at M. C. Ghiya Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai -400 001 on Thursday, the 19th January, 2012 at 12.00 noon, for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of LAMBODAR NIRMIT LIMITED, the First Transferor Company and NIKI METAL COMPANY LIMITED, the Second Transferor Company with INDIAN INFOTECH AND SOFTWARE LIMITED, the Applicant / Transferee Company. 2. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in ‘The Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language. Publication of notice in the Maharashtra Government Gazette is dispensed with. 3 3. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Courier addressed to each of the Equity Shareholders at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to :- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 5. That Mr. Ramesh Chandra Mishra Company Secretary, failing him, Mr. Satyajit Mishra Company Secretary, Mr. Sudhir Hardikar Advocate is appointed as the Chairman/Chairperson for the above meeting of Equity Shareholders to be held at M. C. Ghiya Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai -400 001 on 4 Thursday, the 19th January, 2012 at 12.00 noon, or any adjournment or adjournments thereof. 6. The Chairman/Chairperson appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 8. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman/Chairperson shall determine the value for the purpose of the meeting. 10. That the Chairman/Chairperson appointed for the meeting do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit 5 11. That there are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 22 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. C. Dharmadhikari, J.)