IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 119 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. BKC ENTERPRISES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 394-C Lamington Chambers, 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. Sunil M. Kripalani, 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 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 Company, MUSCARI WINERIES 2 & 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 Applicant 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 “N-1” and “N-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 Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant 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 3 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 Applicant Company is dispensed with in view of the consent given by all the Unsecured Creditors of the Applicant Company / Transferee Company/Resulting Company as on date, which are annexed as Exhibit “O-1” and “O-2” to the affidavit in support of the summons for Direction. S. J. Kathawalla, J 4