IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 116 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of BDA Properties Private Limited, BDA Spirits Private Limited, Beethoven Traders Private Limited, Darrel Traders Private Limited, Marengo Properties Private Limited, Mcshaw Distilleries Private Limited, Muscari Wineries & Distilleries Private Limited, Officer’s Choice Private Limited, Standard Distilleries & Breweries Private Limited, Stingray Traders Private Limited, Tracstar Properties Private Limited with BKC Enterprises Private Limited. STANDARD DISTILLERIES & BREWERIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 394-C Lamington Chambes, Lamington Road, Mumbai – 400 004. ) ) ) ) ) ) …Applicant Company Called for Summons for Direction 1 Coram: S. J. Kathawalla, J Date: 5th February, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 19th January, 2010 of Mr. V. R. Balakrishnan, Director of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant / Ninth Transferor Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of BDA PROPERTIES PRIVATE LIMITED, the First Transferor Company, BDA SPIRITS PRIVATE LIMITED, the Second Transferor Company, BEETHOVEN TRADERS PRIVATE LIMITED, the Third Transferor Company, DARREL TRADERS PRIVATE LIMITED, the Fourth Transferor Company, MARENGO PROPERTIES PRIVATE LIMITED, the Fifth Transferor Company, MCSHAW DISTILLERIES PRIVATE LIMITED, the Sixth Transferor 2 Company, MUSCARI WINERIES & DISTILLERIES PRIVATE LIMITED the Seventh Transferor Company, OFFICER’S CHOICE PRIVATE LIMITED, the Eighth Transferor Company, STANDARD DISTILLERIES & BREWERIES PRIVATE LIMITED, the Ninth Transferor Company, STINGRAY TRADERS PRIVATE LIMITED, the Tenth Transferor Company, TRACSTAR PROPERTIES PRIVATE LIMITED, the Eleventh Transferor Company with BKC ENTERPRISES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which is annexed as Exhibit “B-1” to “B-2” to the affidavit in support of the Summons for Direction. 2. There are no secured creditors as mentioned in paragraph 65 of the Affidavit. Hence the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That a meeting of the Unsecured Creditors of the Applicant Company, the Ninth Transferor Company be convened and held at 394-C Lamington Chambers, Lamington Road, Mumbai – 400 004 on Thursday, 4th March 2010 at 12.00 noon for the purpose of considering and if, thought fit, approving, with or without modification(s) the Arrangement embodied in the Scheme of Amalgamation of BDA PROPERTIES PRIVATE 3 LIMITED, the First Transferor Company, BDA SPIRITS PRIVATE LIMITED, the Second Transferor Company, BEETHOVEN TRADERS PRIVATE LIMITED, the Third Transferor Company, DARREL TRADERS PRIVATE LIMITED, the Fourth Transferor Company, MARENGO PROPERTIES PRIVATE LIMITED, the Fifth Transferor Company, MCSHAW DISTILLERIES PRIVATE LIMITED, the Sixth Transferor Company, MUSCARI WINERIES & DISTILLERIES PRIVATE LIMITED the Seventh Transferor Company, OFFICER’S CHOICE PRIVATE LIMITED, the Eighth Transferor Company, STANDARD DISTILLERIES & BREWERIES PRIVATE LIMITED, the Ninth Transferor Company, STINGRAY TRADERS PRIVATE LIMITED, the Tenth Transferor Company, TRACSTAR PROPERTIES PRIVATE LIMITED, the Eleventh Transferor Company with BKC ENTERPRISES PRIVATE LIMITED, the Transferee Company. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be 4 obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Pre-paid letter post Under Certificate of Posting addressed to each of the Unsecured Creditors at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to 5 i. advertise the Notice convening meeting as per Form No. 37 (Rule 74) ii. issue Notice convening meeting of the Unsecured Creditors as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Mr. P. R. Pandya, Director of the Applicant Company / Ninth Transferor Company, failing whom Mr. R. L. Jain, Authorised Signatory of the Applicant Company / Ninth Transferor Company and failing whom, Mr. S. S. Sanyal, Authorised Signatory of the Applicant Company / Ninth Transferor Company may be appointed as the Chairman for the above meeting on Thursday, 4th March, 2010 at 394-C Lamington Chambers, Lamington Road, Mumbai – 400 004 at 12.00 noon or any adjournment or adjournments thereof. 8. The Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Company (Court) 6 Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 9. That the quorum for the aforesaid meeting of the Unsecured Creditors shall be 2 Unsecured Creditors present in person or by Proxy or through authorised representative. 10.That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 394-C Lamington Chambers, Lamington Road., Mumbai– 400 004 not later than 48 hours before the meeting, as per Rule 70 of the Company (Court) Rules 1959. 11.That the value of the debt of each of the Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12.That the Chairman appointed for the meeting do report to this Court the result of the said meeting within 30 days of the 7 conclusion of the meeting and the said report shall be verified by his affidavit. S. J. Kathawalla, J 8