9911796707
TMI Blog2009 (4) TMI 451X X X X Extracts X X X X X X X X Extracts X X X X ..... Act ), the petitioner- Vinarom Private Limited (transferee-company) has sought for sanction of the scheme of arrangement at Annexure-A by which Givaudan (India) Private Limited (first transferor-company) and Givaudan Flavours (India) Private Limited (second transferor-company) are proposed to be merged with the petitioner-company. 2. I have heard the learned counsel appearing for the petitioner and the learned counsel appearing for the Registrar of Companies, Karnataka. 3. The petitioner-company was incorporated on 5-8-1985 with the Registrar of Companies, Karnataka, Bangalore with the name "Roure Aroma Private Limited". After change of its name several times, its present name is "Vinarom Private Limited" with effect from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th effect from 31-1-2008. Its registered office is situate at No. 401, Akruti Centre Point, 4th Floor, MIDC Central Road, Andheri (East), Mumbai - 400 093. Its main object is to carry on the business of manufacturing, producing, formulating, assembling, devising, developing, distilling, extracting, drawing, refining, buying, selling, marketing, importing, exporting or in any manner dealing in all kinds and forms of cosmetics, toiletries, perfumery products, beauty makeup preparations etc... 6. The Board of Directors of the petitioner-company has approved and adopted the scheme of arrangement between Givaudan (India) Private Limited and Givaudan Flavours (India) Private Limited with the petitioner Company- Vinaram Private Limited and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tered offices of the transferor-companies are situated in the State of Maharashtra, the scheme is subject to approval of Hon ble High Court at Bombay also. 2. As the powers to give approval for change of name is vested with Registrar of Companies, the transferee-company has to obtain approval under section 21 of the Companies Act, 1956 from the Registrar of Companies, Karnataka for the change of name proposed in clause 16 of the scheme. 3. As the entire shares of the transferor-company No. 1 are held by a Foreign company, the transferee-company has to comply with the requirements of FEMA and RBI Act if any, for allotment of shares to the shareholders of the transferor-company No. 1." In reply, the petitioner-company has filed its affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xcess in the share premium account of both the transferor-companies after giving effect to clause 10( v )( c ) of the scheme will be transferred to the share premium account of the petitioner-company. 11. Learned counsel appearing for the Registrar of Companies submits that she has no objection for grant of the scheme of arrangement at Annexure-A. As the proposed scheme of arrangement would be beneficial to both the transferor-companies and the transferee-company, I deem it appropriate to sanction the scheme of arrangement at Annexure-A. Accordingly, I make the following order : ( i )the scheme of arrangement at Annexure-A is hereby sanctioned subject to the undertaking of the petitioner-company in the affidavits dated 9-4-2009 and 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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