1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORGINAL CIVIL JURISDICTION COMPANY PETITION NO.392 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.329 OF 2009 In the matter of Section 391 & 394 of the Companies act, 1956 ; And In the matter of Scheme of Arrangement between Electronica Machine Tools Limited (Demerged Company) and Electronica Tough Carb Limited (1st Resultant Company) and Electronica Plastic Machines Limited (2nd Resultant Company) and Electronica CNC Machining Technologies Limited (3rd Resultant Company) and their respective members Electronica Machine Tools Limited (Demerged Company) AND COMPANY PETITION NO.393 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.330 OF 2009 Electronica Tough Carb Limited (1st Resultant Company) AND COMPANY PETITION NO.394 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.331 OF 2009 Electronica Plastic Machines Limited (2nd Resultant Company) AND 2 COMPANY PETITION NO.395 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.332 OF 2009 Electronica CNC Machining Technologies Limited (3rd Resultant Company) Shri Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioners Mr. C. J Joy and Ms. Nisha Valani i/b Shri S.K Mohapatra for the Regional Director in all the Petitions. CORAM : A.M. KHANWILKAR J DATE: 26th JUNE 2009 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Electronica Machine Tools Limited (Demerged Company) and Electronica Tough Carb Limited (1st Resultant Company) and Electronica Plastic Machines Limited (2nd Resultant Company) and Electronica CNC Machining Technologies Limited (3rd Resultant Company) and their respective members. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 3 5. Upon perusal of the entire material on record, 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer clause (a). 7. The Resulting Companies to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this Order. 8. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director . 9. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)