1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.466 OF 2009 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 Volkart Fleming Shipping & Services Limited; AND IN THE MATTER of Scheme of Arrangement between Volkart Fleming Shipping & Services Limited and Forbes & Company Limited and their respective Shareholders and Creditors for the demerger and transfer of Shipping Agency Division of Volkart Fleming Shipping & Services Limited into Forbes & Company Limited Volkart Fleming Shipping & Services Limited, ) A Company Incorporated under ) the provisions of the Companies Act 1956 ) and having its registered office at ) 21, A K Nayak Marg, Fort, ) Mumbai 400001. ) … Applicant /Demerged Company Called Summons for Direction Coram: S.C. Dharmadhikari J. Dated: 23rd April, 2009 2 Ms. Renuka Shetty i/b M/s. Chitnis & Co., for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Chitnis & Co., Advocates for Applicant AND UPON reading the Affidavit dated 09th April, 2009 of Mr. Sandeep Kadakia, Authorised Representative of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Volkart Fleming Shipping & Services Limited and Forbes & Company Limited and their respective Shareholders and Creditors for the demerger and transfer of Shipping Agency Division of Volkart Fleming Shipping & Services Limited into Forbes & Company Limited is dispensed with in view of the consent given by all the Equity shareholders of the Applicant company which are annexed as Exhibit “D-1" to "D-7" to the Affidavit in support of Summons 3 for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 24 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Volkart Fleming Shipping & Services Limited and Forbes & Company Limited and their respective Shareholders and Creditors for the demerger and transfer of Shipping Agency Division of Volkart Fleming Shipping & Services Limited into Forbes & Company Limited is dispensed with in view of the averment made in paragraph 25 the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4 4. Certified copy of this Order is expedited. COMPANY JUDGE