IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.293 OF 2010 In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Eco Recycling Limited With Infotrek Syscom Limited Infotrek Syscom Limited ) a Company incorporated under the ) Companies Act, 1 of 1956 having its ) registered office at 205, Centre Point, 2nd ) Floor, J.B.Nagar, Andheri Kurla Road, ) Andheri (E), Mumbai – 400 059 )....… Applicant Called Summons for Direction CORAM : S. J. Kathawalla, J. DATED: 23rd April, 2010 Mr. B. B. Parikh alongwith Ms. G. B. Shah, Advocates for Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. B. B. Parikh, Advocate for the Applicant Company, and upon reading the Affidavit dated 16th April, 2010 and Additional Affidavit dated 20th April, 2010 of Mr. Saurabh P. Shah, Authorised Signatory of the Applicant Company in Support of 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 be held at 205, Centre Point, 2nd Floor, J.B.Nagar, Andheri Kurla Road, Andheri (E), Mumbai – 400 059 on Monday, the 31st of May, 2010 at 11 a.m. or soon thereafter for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Eco Recycling Limited, the Transferor Company with Infotrek Syscom Limited, the Applicant/ Transferee Company. 2. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said arrangement and of the statement required to be furnished pursuant to section 393 and forms of proxy can be 2 obtained free of charge at the registered office of the company or at the office of its advocate, be published once in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. 3. That, in addition, atleast 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 said 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 pre-paid letter post under Certificate of Posting addressed to each of 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 undertakes to: (a) issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73); (b) issue Form of Proxy as per Form No. 37 (Rule 73); 3 (c) advertise the Notice convening meeting as per Form No.38 (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. 5. That Shri B. K. Soni, Chairman of the Applicant Company and failing him, Shri Deepak Nanda, Director of the Applicant Company shall be the Chairman of the meeting to be held on 31st May, 2010 as aforesaid. 6. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. 7. That the quorum for the said meeting shall be (5) five Equity Shareholders present in person. 8. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Company at its Registered Office at 205, Centre Point, 2nd Floor, J. B. Nagar, Andheri Kurla Road, Andheri (E), Mumbai – 400 059 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 4 9. That the value of each member shall be in accordance with books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. 10. And it is further ordered 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 his affidavit. 11. That the convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Eco Recycling Limited, Applicant/Transferor Company with Infotrek Syscom Limited, Transferee Company is dispensed with in view of the consents given by all the Secured Creditors of the Applicant Company which is annexed as Exhibit ‘F’ to the Affidavit and Exhibit ‘A1’ to the Additional Affidavit in Support of Summons for Direction. 12. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraphs 19 of the Affidavit in Support of Summons for Direction; hence the question of convening and holding the meeting of Unsecured Creditor does not arise. 5 13. The convening and holding the meeting of the Sundry Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Eco Recycling Limited, the Applicant/Transferor Company with Infotrek Syscom Limited, the Transferee Company is dispensed with in view of the consents given by all the Sundry Creditors which are annexed as Exhibits ‘G1 to G7’ to the Affidavit in Support of Summons for Direction. (S. J. Kathawalla, J.) 6