1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 361 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of TRICOM INFOTECH SOLUTIONS LIMITED AND MASTIFF TECH PRIVATE LIMITED WITH TRICOM INDIA LIMITED. TRICOM INFOTECH SOLUTIONS LIMITED, a Company incorporated under the Companies Act, 1956 having its Registered Office at The Great Oasis, 5th Floor, Plot No D-13 Road No. 21, MIDC, Marol Industrial Area, Andheri (East), Mumbai-400093. ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 24th June, 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 abovenamed 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 2 READING the Affidavit dated 3rd May, 2011 of Ms Riddhi H. Sanghavi, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of TRICOM INFOTECH SOLUTIONS LIMITED, the Applicant / First Transferor Company and MASTIFF TECH PRIVATE LIMITED, the Second Transferor Company with TRICOM INDIA LIMITED, the Transferee Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “I-1” to “I-7” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of TRICOM INFOTECH SOLUTIONS LIMITED, the Applicant / First Transferor Company and MASTIFF TECH PRIVATE LIMITED, the Second Transferor Company with TRICOM INDIA LIMITED, the Transferee Company, is dispensed with in view of the averments made in paragraph 20 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditor of the Applicant Company to consider and approve the proposed Scheme of 3 Amalgamation of TRICOM INFOTECH SOLUTIONS LIMITED, the Applicant / First Transferor Company and MASTIFF TECH PRIVATE LIMITED, the Second Transferor Company with TRICOM INDIA LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 21 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 4. That the filing of the separate Application/Petition by Tricom India Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 22 and 23 of the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.