IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 477 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of INDOFEED AGENCIES PRIVATE LIMITED AND In the matter of SCHEME OF AMALGAMATION BETWEEN INDOFEED AGENCIES PRIVATE LIMITED… Transferor Company AND TOEPFER (INDIA) PRIVATE LIMITED … Transferee Company INDOFEED AGENCIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 341/342, Solitaire Corporate Park, Solitaire III, 4th Floor, Andheri Kurla Road, Chakala, Andheri (East) Mumbai- 400 093, India … Applicant/ Transferor Company 2 Called Summons for Direction Coram: S. J. Kathawalla, J. Dated: 29th July, 2011 Mr. Z.A. Jariwala i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of INDOFEED AGENCIES PRIVATE LIMITED, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Z.A. Jariwala, Advocate for the Company and upon reading the Affidavit dated 28th June, 2011 of Mr. Shailesh Kanani, Director, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders of the Applicant/ Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of INDOFEED AGENCIES PRIVATE LIMITED, the Transferor Company with TOEPFER (INDIA) PRIVATE LIMITED, the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘D-1 to D-5’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant/ Transferor Company, as stated in paragraphs 24 and 25 of the Affidavit in Support of 3 Summons for Direction. Hence, the question of convening and holding meeting of the Secured and Unsecured Creditors does not arise. (S. J. Kathawalla, J.)