IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1461 OF 2008 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of K. Raheja Universal Private Limited ; AND 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. K. Raheja Universal Private Limited, ) A Company Incorporated under ) the provisions of the Companies Act ) 1956 and having its registered office at ) 4th Floor, Raheja Centre Point, 294, ) Vidya Nagri Marg, CST Road, Kalina, ) Santacruz (East), Mumbai-400098. ) … Applicant / Demerged Company CALLED SUMONS FOR DIRECTIONS Coram: A. M. Khanwilkar J. Dated: 17th October, 2008 1 Mr. Harinder Toor alongwith Ms. Renuka Shetty i/b Crawford Bayley & Co. MINUTES OF THE ORDER UPON the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Harinder Toor instructed by Crawford Bayley & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th October, 2008 of Mr. N. Balakrishnan, the Company Secretary 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 shall for the purpose of considering, and if thought fit, approving with or without modification (s), the Scheme of Arrangement proposed to be made 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 be dispensed with in view of the consent letters received by all the shareholder of the Applicant company which are annexed as Exhibit “B-1” and “B-5” to the Affidavit in support of Summons for Directions. 2. That convening and holding the meeting of the Secured creditors of the Applicant Company shall for the purpose of considering, and if thought fit, approving with or without modification (s), the Scheme of Arrangement proposed to be made between K. Raheja Universal Private Limited & One Raheja International 2 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 be dispensed with in view of the consent letters received from the Secured Creditors being Exhibit “B-6 to B-8” and the averment made in paragraph (23) of the Affidavit dated the 13th October, 2008 of Mr. N. Balakrishnan, Company Secretary of the Applicant Company in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of final hearing of the petition by R.P.A.D. to the remaining Secured Creditors. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured creditors of the Applicant Company shall for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement proposed to be made 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 be dispensed with in view of the averment made in paragraph (24) made in the Affidavit dated the 13th October, 2008 of Mr. N. Balakrishnan, Company Secretary of the Applicant Company in support of Summons for directions. The Applicant Company undertakes to issue notice of hearing of Petition by R.P.A.D. to all the Unsecured Creditors. The undertaking is accepted. 3 4. Certified copy of this Order is expedited. COMPANY JUDGE 4