1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 350 OF 2010 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 BKT Moulds Limited (“BML” or “Transferor Company”) with Balkrishna Industries Limited (“BIL” or “Transferee Company”) and their respective shareholders BKT MOULDS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 205, Creative Industrial Estate, 72, N.M. Joshi Marg, Mumbai – 400011 ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S.J. VAZIFDAR J. Date: 11th JUNE, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of June, 2010 of Mr. Vipul Shah, Constituted Power of Attorney Holder of Mr. Rajiv 2 Poddar, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of BKT Moulds Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of BKT Moulds Limited, the Applicant Company / the Transferor Company with Balkrishna Industries Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as ‘Exhibits J1 to J7’ to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the affidavit dated the 7th day of June, 2010 of Mr. Vipul Shah, Constituted Power of Attorney Holder of Mr. Rajiv Poddar, Director of the Applicant Company, in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph 17 of the affidavit dated the 7th day of June, 2010 of Mr. Vipul Shah, Constituted Power of Attorney Holder of Mr. Rajiv Poddar, Director of the Applicant Company, in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3 4. That the filing of a separate Application, Petition and a separate process in relation to the said Scheme by Balkrishna Industries Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18, 19 and 20 of the affidavit in Support of Summons for Directions. (S.J. VAZIFDAR J)