IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1462 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 One Raheja International Corporate City 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. One Raheja International Corporate City ) Private Limited, A Company Incorporated ) under the provisions of the Companies Act, ) 1956 and having its registered office at ) Raheja Centre- Point, 294, CST Road, ) Near Mumbai University, ) Off Bandra-Kurla Complex, ) Santacruz (E), Mumbai - 400098. ) …Applicant / Resulting Company No.1 CALLED SUMONS FOR DIRECTIONS 1 Coram: A. M. Khanwilkar J. Dated: 17 th October, 2008 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 Auhtorised Signatory 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 “E-1" and "E-2" to the Affidavit in support of Summons for Directions. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraphs 23 and 24 of the Affidavit in support of Summons for Directions. Hence, the question of 2 convening and holding the meeting of the Secured and Unsecured Creditors does not arise. 3. Certified copy of this Order is expedited. COMPANY JUDGE 3