Kent Infotech Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 127 OF 2015 In the matter of the Companies Act, 1 of 1956 and other relevant provision of the Companies Act, 2013;

AND In the matter of Sections 391 to 394 read with section 100 to 103 of the Companies Act, 1956 and section 52 and other relevant provision of the Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of KENT INFOTECH PRIVATE LIMITED and NAVKETAN TELECOM PRIVATE LIMITED and NEXTNET TECHNOLOGIES PRIVATE LIMITED and NECTAR MERCANTILE PRIVATE LIMITED and NORTHERN WIRELESS SOLUTIONS PRIVATE LIMITED and NORTHSTAR TELECOM SERVICES PRIVATE LIMITED and SHREENATHJI KRUPA PROJECT VENTURES PRIVATE LIMITED with EDICO VENTURES PRIVATE LIMITED and THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS KENT INFOTECH PRIVATE LIMITED, a company incorporated under the Companies Act, having its registered office at 6, Ground Floor, Shree Hanumanta Apartment, Bamanwada, Near Chakala Cigarette Factory, Andheri East, Mumbai - 400099.

) ) ) ) ) ) ) ...Applicant Company.

Called Summons for Direction Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant Coram: S.J. Kathawalla, J.

Date: 13th February, 2015 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 23rd January, 2015 Mr. Manoj Sethi, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:- 1.

That the convening and holding the meeting of the 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 Kent Infotech Private Limited And Navketan Telecom Private Limited And Nextnet Technologies Private Limited And Nectar Mercantile Private Limited And Northern Wireless Solutions Private Limited And Northstar Telecom Services Private Limited And Shreenathji Krupa Project Ventures Private Limited With Edico Ventures Private Limited, And Their Respective Shareholders And Creditors is dispensed with in view of the consent given by both the Equity Shareholders of

the Applicant Company, which are annexed as Exhibit 'C-1' and 'C-2' to the Affidavit in support of Summons for Direction.

2.

That the convening and holding the meeting of the Preferences 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 Kent Infotech Private Limited And Navketan Telecom Private Limited And Nextnet Technologies Private Limited And Nectar Mercantile Private Limited And Northern Wireless Solutions Private Limited And Northstar Telecom Services Private Limited And Shreenathji Krupa Project Ventures Private Limited With Edico Ventures Private Limited, And Their Respective Shareholders And Creditors is dispensed with in view of the consent given by all the three Preference shareholders of the Applicant Company, which are annexed as Exhibit 'D-1' to 'D-3' to the Affidavit in support of Summons for Direction.

3.

That the question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 48 of the Affidavit in support of Summons for Direction.

4.

That the convening and holding of the meeting of the Unsecured 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 Kent Infotech Private Limited And Navketan Telecom Private Limited And Nextnet Technologies Private Limited And Nectar Mercantile Private Limited And Northern Wireless Solutions Private Limited And Northstar Telecom Services Private Limited And Shreenathji Krupa Project Ventures Private Limited With Edico Ventures Private Limited, And Their Respective Shareholders And Creditors is dispensed with in view of the averments made in paragraph 49 of the Affidavit in support of the Summons for Direction inter alia stating that Unsecured Creditor will in no way be affected by the proposed Scheme of Amalgamation as the Applicant Company is meeting the amounts payable to its creditors from the activities and that upon the Scheme becoming effective, the Transferee Company shall continue with its existence and shall accordingly continue to meet the liabilities of its creditors as they arise in the normal course of business and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A.

D. to its all Unsecured Creditors and also to publish the same in two local news papers viz.

Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

(S. J.Kathawalla, J.)