IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 544 of 2009 CONNECTED WITH COMPANY APPLICATION NO. 466 of 2009 Volkart Fleming Shipping & Services Limited …Petitioner/Demerged Company WITH COMPANY PETITION NO. 545 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.467 OF 2009 Forbes & Company Limited …Petitioner / Resulting Company 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 Ms. Renuka Shetty i/b Chitnis & Co. for the Petitioners Mr. M. S. Bhardwaj and Mr. N. D. Sharma i/b Mr. S. K. Mohopatra for Regional Director. 1 CORAM: DR. D. Y. CHANDRACHUD J. DATE: 6th November, 2009 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to 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 the Shipping Agency Division of Volkart Fleming Shipping & Services Limited, the Demerged/ Transferor Company into Forbes & Company Limited, the Resulting/ Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated 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. 2 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provision of law and is not contrary to public policy. None of the Parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.544 of 2009 filed by the Demerged/ Transferor Company and Company Petition No.545 of 2009 filed by the Resulting/ Transferee Company are made absolute in terms of prayer clauses (a) to (c) of the respective Petition. 7. The Resulting Company to lodge a copy of this Order and the Scheme, duly authenticated by the Company Registrar High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 8. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 3 9. Filing and issuance of he drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. DR. D. Y. CHANDRACHUD J. 4