IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.225 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 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 KEYSTONE REALTORS 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 Directions 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. Rajesh Shinde, 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 Keystone Realtors 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 Applicant / Demergerd Company and Rustomjee Buildcon Private Limited the 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 Exhibit ‘D1’ to ‘D3’ to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Keystone Realtors Private Limited the Applicant / Demerged Company and Rustomjee Buildcon Private Limited the Resulting Company and Their Respective Shareholders, is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors having of the Applicant Company to consider and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Keystone Realtors Private Limited the Applicant / Demerged Company and Rustomjee Buildcon Private Limited the Resulting Company and Their Respective Shareholders, is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon its Unsecured Creditors having outstanding balance of Rs.1,00,000 and more and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. Sd/- Company Judge