:1: IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 741 OF 2008 COMPANY PETITION NO. 741 OF 2008 COMPANY PETITION NO. 741 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO. 1216 OF 2008 COMPANY APPLICATION NO. 1216 OF 2008 COMPANY APPLICATION NO. 1216 OF 2008 In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Parle Global Technologies Private Limited and Parle Elizabeth Tools Private Limited and their respective shareholders. Parle Global Technologies ..Petitioner / Private Limited Demerged Company AND AND AND COMPANY PETITION NO. 742 OF 2008 COMPANY PETITION NO. 742 OF 2008 COMPANY PETITION NO. 742 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO. 1217 OF 2008 COMPANY APPLICATION NO. 1217 OF 2008 COMPANY APPLICATION NO. 1217 OF 2008 Parle Elizabeth Tools ..Petitioner Private Limited Resulting Company Mr. Hemant Sethi i/b. Hemant Sethi & Co. for the Petitioner. Ms. Poornima Awasthi with Ms. Nisha Valani i/b. Mr. S. K. Mohapatra, for the Regional Director in both the Petitions. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. DATE : 19TH SEPTEMBER, 2008. DATE : 19TH SEPTEMBER, 2008. DATE : 19TH SEPTEMBER, 2008. P.C. P.C. P.C. :2: . Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Parle Global Technologies Private Limited, the Demerged Company and Parle Elizabeth Tools Private Limited, the Resulting Company and their respective shareholders for the demerger of the Tooling Business of Parle Global Technologies Private Limited into Parle Elizabeth Tools Private Limited as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and it has filed necessary affidavits of compliance in this 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. The Regional Director has filed an affidavit stating therein that the Scheme is not prejudicial to the interest of the creditors and shareholders and the public. :3: 5. Upon perusal of the entire material placed 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 741 of 2008 and 742 of 2008 are made absolute in terms of prayer clause (a) of the respective petitions. 7. The petitioner companies to file the authenticated copy and/or certified copy of this Order with the Registrar of Companies, Mumbai, Maharashtra, within 30 days of obtaining the authenticated and/or certified copy of this order or such extended time. 8. The Resulting Company to lodge a copy of :4: this Order and the Scheme with the the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this order or such extended time as this Hon’ble Court shall grant. 9. The Petitioners in both the company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and Issuance of Drawn Up Order is dispensed with. 11. All Authorities concerned to act on copy of this Order duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.) (S. A. BOBDE, J.) (S. A. BOBDE, J.)