1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 370 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 TRADE TECHNOLOGIES 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 the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Indian Merchant’s Chamber, IMC Building, Churchgate, Mumbai 400 020. on Friday, 5th day of August 2011 at 11.00AM 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. 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of 3 Arrangement, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by Courier, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3. That in addition, at least 21 days clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, be inserted once in each of the newspapers, viz. “Free Press Journal” in English language and “Maharashtra Times” in Marathi language (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the 4 Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- (a) advertise the Notice convening the meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity shareholders as per Form No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. Sanjiv Khandelwal, Director of the Applicant Company and, in his absence, Mr. Kushrow Patel, also Director of the Applicant Company and in his absence Mrs. Shilpa Khandelwal, also Director of the Applicant Company shall be the Chairman of the meeting of the Equity Shareholders to be held on Friday, 5th day of August 2011 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies 5 (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Composite Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) shareholders of the Applicant Company present in person. 8. That the voting by proxy /authorised representative is permitted provided that proxy in the prescribed form and authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Daulatram Mansion, 4th floor, Rambhau Salgonkar Marg, Colaba, Mumbai- 400 005 not later than 48 hours before the said meeting as required under Rule 70 of the Companies (Court) Rules, 1959. 9. That the number of the shares held by each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register 6 are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting. 10. That the Chairman 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 an affidavit. 11.There are no Secured Creditors in Ez-comm Trade Technologies Private Limited, the Applicant Company, as stated in paragraph 11 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. 12.That the convening and holding of the meeting of the Unsecured Creditors of Ez-comm Trade Technologies 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 twelve of the Affidavit in support of Company Summons for 7 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 the Unsecured Creditors will not be affected by the proposed scheme as the assets of the Applicant Company will be far more than its liabilities and as such sufficient to discharged the liabilities. The Applicant Company has also given undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors to publish the notices of hearing of the Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai, The Undertaking is accepted. 13.That in view of the averments made in paragraph thirteen of the Affidavit in support of Company Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment to shareholders of paid-up share capital. The Applicant Company to move a Special 8 Resolution in the aforesaid meeting of its Equity Shareholders pursuant to provisions of Section 100 of the Companies Act, 1956 for confirming the reduction of Share Capital. (S.J. KATHAWALLA, J)