IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.322 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.390 OF 2009 Seaspeed Shipping Agencies Limited … Petitioner/Transferor Company WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.323 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.391 OF 2009 Sea-Falcon Shipping Services Limited …Petitioner/Transferor Company WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.324 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.392 OF 2009 Trident Shipping Agencies Limited …Petitioner/Transferor Company 1 IN THE MATTER of Scheme of Amalgamation between Seaspeed Shipping Agencies Limited, Sea-Falcon Shipping Services Limited, Trident Shipping Agencies Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation of Seaspeed Shipping Agencies Limited and Sea-Falcon Shipping Services Limited and Trident Shipping Agencies Limited with Latham India Limited. Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioners Mr. Neeta Masurkar and Mr. S. D. Bhosle i/b Mr. S.K. Mohapatra for Regional Director in all the Petitioners. Mr. M. Chandanamuthu , Dy. Official Liquidator in C.P Nos.511 of 2009 to 517 of 2009. CORAM: S. J. KATHAWALA, J. DATE: 07TH AUGUST, 2009 PC: 1. Heard learned counsel for the Parties. 2 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Seaspeed Shipping Agencies Limited, Sea-Falcon Shipping Services Limited, Trident Shipping Agencies Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation of Seaspeed Shipping Agencies Limited and Sea- Falcon Shipping Services Limited and Trident Shipping Agencies Limited with Latham India Limited. 3. Counsel appearing on behalf of the Petitioner Companies states that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. Counsel for the Petitioners further states that the registered office of Latham india Limited, the Transferee Company is situated in Chennai and that the Petition if filed by the said Company in the High Court of Madras and has been sanctioned on 14th July, 2009. 5. The Official Liquidator has filed the report stating that the affairs of the Transferor Companies has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 3 6. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the Parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Companies has been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.322 of 2009, 323 of 2009 and 324 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (e) of the respective Petitions. 9. The Transferee Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the Order. 4 10. The Petitioners in all the Company Petitions to pay cost of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. S. J. KATHAWALA, J. 5