Larsen And Toubro Infotech Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 771 of 2015 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;

AND In the matter of Scheme of Amalgamation of GDA Technologies Limited (Transferor Company) with Larsen & Toubro Infotech Limited (Transferee Company) and their Respective Shareholders.

Larsen & Toubro Infotech Limited } a Company incorporated under the} Companies Act, 1956 having its } registered office at L&T House, } Ballard Estate, Mumbai - } 400 001 ......

} ..... The Applicant Company Called for Summons for Directions for hearing

Coram :

S.C. Gupte, J.

Date :

9th October 2015.

Mr. Vikramaditya Deo with Mr. Sanjay Sinha i/b Legalogic Consulting, Advocates for the Applicant Company.

MINUTES OF THE ORDER Upon the application of the above named the Applicant Company by Company Summons for Directions AND upon hearing Mr. Vikramaditya Deo with Sanjay Sinha, Advocates for the Applicant Company AND upon reading the affidavit dated 7th August 2015 of Mr. Pramod S. Kapoor, the Authorised Signatory of Applicant company in support of the Company Summons for Directions and the Exhibits referred to therein IT IS ORDERED:-

1) That convening and holding of the meeting of the Equity Shareholders of Larsen & Toubro Infotech Limited, the Applicant Company to consider and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of GDA Technologies Limited, the Transferor Company with Larsen & Toubro Infotech Limited, the Transferee Company is dispensed with in view of the consents given by all the Seven (7) Equity Shareholders of the Applicant Company,

which are annexed as EXHIBIT H1 to H7 to the affidavit in support of Company Summons for Direction.

2) That convening and holding of the meeting of the Secured and Unsecured Creditors of Larsen & Toubro Infotech Limited, the Applicant Company to consider and if thought fit, approve with or without modification(s), the Scheme of Amalgamation of GDA Technologies Limited, the Transferor Company with Larsen & Toubro Infotech Limited, the Transferee Company is dispensed with in view of averments made in paragraph 23 of the affidavit in support of Company Summons for Direction. The Applicant company further states that as on 30th June 2015 there are 3 Secured creditors of the value of Rs. 9,759 Lakhs as per list enclosed and marked as EXHIBIT - I and additionally as on 30th June, 2015, there are 422 Unsecured creditors of the value of Rs. 17,683 Lakhs as per list enclosed and marked as EXHIBIT - J1 and J2.

the Applicant Company are not affected since there will be no reduction in their claims and the assets of the Applicant Company, post amalgamation, will be more than sufficient to discharge their claims. The Applicant Company undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz The Free Press Journal in English language and Navshakti in Marathi language, both circulated in Mumbai. In view of large number of small value creditors, the Applicant Company also undertakes to serve individual notice of the date of hearing of the petition by R.P.A.D. to all its Secured and Unsecured Creditors. The said undertaking is accepted. (S. C. Gupte, J.)

C E R T I F I C A T E I certify that this Order uploaded is a true and correct copy of original signed order.

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