IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 478 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of TOEPFER (INDIA) PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN INDOFEED AGENCIES PRIVATE LIMITED … Transferor Company AND TOEPFER (INDIA) PRIVATE LIMITED …Transferee Company TOEPFER (INDIA) 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 2 Floor, Andheri Kurla Road, Chakala, Andheri (East) Mumbai-400 093, India … Applicant / Transferee Company 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 TOEPFER (INDIA) PRIVATE LIMITED, the Applicant abovenamed by a 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, Managing Director, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferee 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 Applicant/Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, 3 which are annexed as Exhibits ‘J-1 and J-2 ’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant/Transferee Company, as stated in paragraph 27 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meeting of the Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant/Transferee 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 Applicant/Transferee Company is dispensed with in view of consents given by 8 out of 12 Unsecured Creditors of the Applicant/Transferee Company, which are annexed as Exhibits ‘K-1 to K-8’ to the Affidavit – in – Support of the Summons for Direction and in view of the undertaking given by the Applicant in paragraph 28 (c) of the said Affidavit to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (S. J. Kathawalla, J.)