Rolta Defence And Security Systems Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 58 OF 2016 In the matter of Companies Act, 1956 (or reenactment thereof upon effectiveness of the Companies Act, 2013) AND In the matter of Sections 391 to 394 and other relevant provisions of the Companies Act, 1956 (or any corresponding provisions of the Companies Act, 2013 as may be notified);

AND In the matter of Scheme of Amalgamation and Arrangement of Rolta Defence and Security Systems Limited with Rolta Coastal Safety and Security Systems Private Limited and their respective shareholders Rolta Defence and Security Systems Limited, a company incorporated under the provisions of Companies Act, 2013 having its Registered Office at Rolta Tower C, Rolta Technology Park, MIDC Marol, Andheri (East), Mumbai - 400093, India ) ) ) ) ) ) ......Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company CORAM: K.R.SHRIRAM, J DATE: 12th FEBRUARY 2016

MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th day of December, 2015 of Mr. Satnam Saini, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in referred to, IT IS ORDERED THAT:

1. 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 and Arrangement of Rolta Defence and Security Systems Limited with Rolta Coastal Safety and Security Systems Private Limited and their respective shareholders, is dispensed with, in view of the consents given by all the Seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" to "D-7" to the Affidavit in support of the Company Summons for Direction.

2. There are no Secured Creditors of the Applicant Company as stated in paragraph 12 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

3. The convening and holding 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 and Arrangement of Rolta Defence and Security Systems

Limited with Rolta Coastal Safety and Security Systems Private Limited and their respective shareholders, is dispensed with in view of the consent given by the Sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit "F" to the Affidavit in support of the Company Summons for Direction.

(K.R.Shriram, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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