IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.226 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Arrangement between Keystone Realtors Private Limited (“the Demerged Company”) and Rustomjee Buildcon Private Limited (“the Resulting Company”) and Their Respective Shareholders RUSTOMJEE BUILDCON PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at JMC House, 3rd Floor, Bisleri Compound, Off Western Express Highway, Andheri (East), Mumbai 400 099 ) ) ) ) ) )……Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 27th February, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th February, 2009 of Mr. Subhash Rathi, Authorised Signatory 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 Rustomjee Buildcon Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Keystone Realtors Private Limited, the Demerged Company and Rustomjee Buildcon Private Limited, the Applicant / Resulting Company and their Respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘H1’ to ‘H3’ to the affidavit in support of the Summons for Directions. 2. There are no Secured and unsecured Creditors of, the Applicant Company, as mentioned in paragraphs 16 and 17 of the affidavit in support of the Summons for Directions. Hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. Sd/- Company Judge