IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 132 OF 2011. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of sections 78, 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between PRO-TECH SPORTS AND SAFETY PRODUCTS PRIVATE LIMITED and SELECTION AGRO PRIVATE LIMITED. PRO-TECH SPORTS AND SAFETY PRODUCTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Astarc House, 76/79, Makwana Lane, Takpada, Off. Andheri Kurla Road, Marol, Andheri (East), Mumbai – 400 059. ) ) ) ) ) )…Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 25th February, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 15th day of February, 2011 of Mr. Sanjay Dagia, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1 1) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Pro-Tech Sports and Safety Products Private Limited, the Applicant Company and Selection Agro Private Limited, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibits “C-1” and “C-2” to the affidavit in support of the Summons for Directions. 2) That there are no Secured Creditors of the Applicant Company as stated in para 15 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3) That the convening and holding of the meeting of the Un-secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between Pro-Tech Sports and Safety Products Private Limited, the Applicant Company and Selection Agro Private Limited, the Resulting Company is dispensed with in view of the averment made in para 16 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to issue notice of date of hearing of Petition to all its Un-secured Creditors by Registered Post A.D. and also to publish the same in “Free Press Journal”, in English and “Maharashtra Times”, in Marathi. The said undertaking is accepted. 4) That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant 2 Company held on 9th day of February, 2011 at 11.30 a.m. and in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Direction that the reduction of Securities Premium Account of the Applicant Company does not involve either diminution of liability in respect of unpaid Securities Premium or payment to any shareholder of any paid up Securities Premium and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with (S. C. Dharmadhikari, J.) 3