2009 (4) TMI 451 - HC - Companies Law

Compromise and arrangement - Held that - As learned counsel appearing for the Registrar of Companies submits that she has no objection for grant of the scheme of arrangement at Annexure-A and as the proposed scheme of arrangement would be beneficial to both the transferor-companies and the transferee-company, thus deem it appropriate to sanction the scheme of arrangement at Annexure-A.

Summary

Issues involved:
Petition under sections 391 to 394 of the Companies Act, 1956 seeking sanction of a scheme of arrangement for merger of two transferor-companies with the petitioner-company. Approval required from the High Court of Judicature at Bombay. Compliance with Registrar of Companies, Karnataka for change of name. Compliance with FEMA and RBI Act for share allotment to foreign company shareholders.

Analysis:
The petitioner, Vinarom Private Limited, sought sanction for a scheme of arrangement under sections 391 to 394 of the Companies Act, 1956, proposing the merger of Givaudan (India) Private Limited and Givaudan Flavours (India) Private Limited with itself. The petitioner-company, originally "Roure Aroma Private Limited," was incorporated to manufacture perfumes and related products. The first transferor-company, Givaudan (India) Private Limited, and the second transferor-company, Givaudan Flavours (India) Private Limited, were also involved in the fragrance and flavor industry. The scheme was approved by the Board of Directors of the petitioner-company, subject to shareholder and creditor approvals and court sanctions.

The petitioner had previously filed an application for dispensation of meetings of equity shareholders and creditors, which was granted by the court. Subsequently, the company petition for sanction of the scheme was filed, and notice was issued to the Regional Director and published in newspapers. No opposition was raised during the proceedings. The Registrar of Companies in Karnataka raised observations regarding approval from the High Court at Bombay, change of name approval, and compliance with FEMA and RBI Act for share allotment to foreign company shareholders.

The High Court of Judicature at Bombay had already sanctioned the scheme of arrangement for the transferor-companies, subject to certain undertakings. The petitioner undertook to comply with the requirements specified, including obtaining approval for the change of name and transferring excess share premium to its account. The court, after considering the submissions and the Registrar of Companies' no objection, sanctioned the scheme of arrangement, subject to the petitioner's undertakings. The court ordered the drawing up of a decree and instructed the petitioner to file a copy of the order with the Registrar of Companies within thirty days.