- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1455 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Toyo Infotech India Limited And In the matter of Scheme of Amalgamation of Toyo Infotech India Limited With Toyo Engineering India Limited Toyo Infotech India Limited, a ) company incorporated under the ) provisions of the Companies Act, ) 1956, having its registered office ) at “Toyo House”, Lal Bahadur ) Shastri Marg, Kanjur Marg (West), ) Mumbai 400 078. ) …. Applicant Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 17th October 2008 Mr. Mehul Shah i/b ANS Law Associates for Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by the Summons for Direction and upon hearing Mr. Mehul J. Shah i/b ANS Law Associates, Advocate for the Applicant Company, and upon reading the Affidavit dated the 7th day of October 2008 of Mr. Devendra G. Pradhan, Authorised Signatory, of the Applicant Company, and the Exhibits therein referred to (Exhibit E) being a copy of the proposed Scheme of Amalgamation, IT IS ORDERED THAT: - 2 - 1. The convening and holding the meeting of 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 between Toyo Infotech India Limited with Toyo Engineering India Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1 to H7” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant/Transferor Company as mentioned in paragraph no.29 of the Affidavit in Support of 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 Unsecured Creditors 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 between Toyo Infotech India Limited with Toyo Engineering India Limited, is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibit “I” to the Affidavit in support of Summons for Direction. 4. In view of the averments made in paragraphs 35 and 36 of the Affidavit in support of the Summons for Directions, the Applicant/Transferor Company being the wholly owned subsidiary of the Transferee Company, the requirement of separate Application and Petition to be filed by the Transferee Company is dispensed with. Company Judge