IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 910 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1461 OF 2008 K. Raheja Universal Private Limited … Petitioner / Demerged Company WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 911 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1462 OF 2008 One Raheja International Corporate City Private Limited … Petitioner / Resulting Company No.1 WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 912 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1463OF 2008 Two Raheja International Corporate City Private Limited … Petitioner / Resulting Company No.2 IN THE MATTER of Scheme of Arrangement between K. Raheja Universal Private Limited & One Raheja International Corporate City Private Limited and Two Raheja International Corporate City Private Limited and their respective Shareholders and Creditors for the demerger and transfer of certain immoveable properties of K. Raheja Universal Private Limited to One Raheja International Corporate City Private Limited and Two Raheja International Corporate City Private Limited Ms.Renuka Shetty i/b Crawford Bayley & Co. for the Petitioners 1 Mr. i/b Mr. S.K. Mohopatra for Regional Director. 2 CORAM: A.M. KHANWILKAR, J. DATE: 12 th December, 2008 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between K. Raheja Universal Private Limited & One Raheja International Corporate City Private Limited and Two Raheja International Corporate City Private Limited and their respective Shareholders and Creditors for the demerger and transfer of certain immoveable properties and certain assets of K. Raheja Universal Private Limited to One Raheja International Corporate City Private Limited and Two Raheja International Corporate City Private Limited. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the Parties concerned have come forward to oppose the Scheme. 3 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 910 of 2008 , Company Petition No. 911 of 2008 and Company Petition No. 912 of 2008 filed by the respective Petitioner Companies are made absolute in terms of prayer clauses (a) to (c). 7. The Resulting Company No.1 and Resulting Company No.2 to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of this Order. 8. The Petitioners in all the Company Petitions to pay cost of Rs.7500 each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of he drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. A.M. Khanwilkar, J 4