JUDGMENT :

Abhilasha Kumari, J.

These petitions are filed by two petitioner-companies for sanction of a scheme of arrangement, namely, Elitecore Technologies P. Ltd. the transferor company/demerged company and Cyberoam Technologies P. Ltd. the transferee company/resulting company under sections 391 to 394 of the Companies Act, 1956.

2. It has been submitted that the transferor company/demerged company was originally incorporated under the Companies Act, 1956, on December 17, 1999. On August 3, 2001, the company was converted into a public limited company and thereafter again converted into a private limited company on August 17, 2010, whereby the company was issued a fresh certificate of incorporation. As for the transferee company/resulting company, it was incorporated on March 2, 2006, under the name Cyberoam Technologies P. Ltd. Thereafter, the name was changed to Fast Track Technologies P. Ltd., with effect from October 4, 2007. The name of the transferee company/resultant company was again changed to Cyberoam Technologies P. Ltd., in June 20, 2011 and a fresh certificate of incorporation was issued thereafter. The transferee company/resultant company, namely, Cyberoam Technologies P. Ltd., is a wholly owned subsidiary of the transferor company/demerged company, namely, Elitecore Technologies P. Ltd. The board of directors of both the transferor company/demerged company and the transferee company/resultant company, passed resolutions at their respective board meetings and unanimously approved the scheme of arrangement on March 15, 2012. The transferor company/demerged company has one secured creditor and eighteen unsecured creditors, each of which have provided their consents in writing to the scheme of arrangement between the companies and the same has been placed on record. The transferee company/resultant company does not have any outstanding creditors, which stands certified by the certificate of the chartered accountant. The shareholders of both the transferor company/demerged company as well as the transferee company/ resultant company have also consented to the proposed scheme of arrangement and the consents of such shareholders, duly certified by the chartered accountant have been produced on record.

3. It has been stated that the transferor company/demerged company has been engaged in the business of providing information technology products and software solutions, focusing on network security ("Cyberoam Division") and operations support system and/or business support system solutions for telecom operators (Telecom Division) and that both of its divisions, namely, the Cyberoam Division and the Telecom Division carry on distinct business activities, through its branches and its subsidiary companies, which have a significant potential for growth. Thus, the nature of risk and competition involved in each of these businesses are distinct from others and consequently, each business or undertaking is capable of attracting a different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which each of these businesses are required to be managed. It has further been submitted that the transferee company/resultant company is engaged in the business of software and appliance development/providing networking solutions/ security solutions/e-commerce solutions, related project implementation, sales and marketing of the said products and providing consultancy services. So, in order to enable the management to lend greater focus to the operation of each business, the board of directors of the transferor company/demerged company proposed to re-organise and segregate, by way of a demerger of its Cyberoam Division and subsequent transfer of the same to the transferee company/resultant company. It has further been submitted that sanction of the scheme of arrangement between the transferor company/demerged company and transferee company/resultant company, shall result in providi