IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.292 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 Eco Recycling 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 above named 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 THAT:- 1) The convening and holding the meeting of Equity Shareholders 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 Equity Shareholders of the Applicant Company which are annexed as Exhibits “G1” to “G15” to the Affidavit dated 16th April,2010 in Support of Summons for Direction and Exhibits “A1” and “A2” to the Additional Affidavit dated 20th April, 2010 in Support of Summons for Direction. 2) The convening and holding the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the 2 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 averments made in paragraph 2 of the Additional Affidavit dated 20th April, 2010 of Shri Saurabh P. Shah, Authorised Signatory in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D to the Secured Creditor. The undertaking is accepted. 3) The convening and holding the meeting of Unsecured Creditor 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 consent given by one of the unsecured creditors of the Applicant Company which is annexed as Exhibit “E” to the Affidavit dated 16th April, 2010 in Support of Summons for Direction and in view of the averments made in paragraph 19, of the said Affidavit, the Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D to the other Unsecured Creditor. The undertaking is accepted. 3 4) The convening and holding the meeting of 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 averments made in paragraph 20 of the Affidavit dated 16th April, 2010 in Support of Summons for Direction. The Applicant undertakes to issue individual notice of hearing of Petition by RPAD to all its Sundry Creditors. The undertaking is accepted. (S. J. Kathawalla, J.) 4