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2009 DIGILAW 304 (KAR)

Vinarom Private Limited v. Nil

2009-04-21

H.G.RAMESH

body2009
ORDER H.G. Ramesh, J.— In this petition filed under Sections 391 - 394 of the Companies Act, 1956 (the 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 05.08.1985 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" w.e.f. 31.05.2001. The petitioner-Company was incorporated to carry on the business of manufacture of perfumes and to buy, sell, import, export, manufacture, refine, distill, extract, prepare and deal in all kinds of natural oils/extracts, perfumes, etc.... The registered office of the petitioner-Company is situate at Plot No. 26, 2nd Cross, Jigani Industrial Area, Anekal Taluk, Jigani, Karnataka - 562106. 4. The first transferor Company was incorporated on 20.07.1994 with the Registrar of Companies, Karnataka, under the name and style of "Givaudan-Roure (India) Private Limited" and subsequently, the name of the Company was changed several times. Presently, the name of the Company is "Givaudan (India) Private Limited" w.e.f. 31.05.2001. Its registered office is situate at 401-410, 'A Wing, Bonanza Building, Sahar Plaza Complex, M.V. Road, Andheri (East), Mumbai - 400059. Its main object is to carry on the business of manufacturers, importers, exporters, buyers, sellers, merchants, distributors of and dealers in perfumes, fragrances, flavors, aromatics, essential oils, scents, essences, lotions, rouge, paints, sachets and salts and etc. 5. The second transferor Company was incorporated on 26.05.1994 with the Registrar of Companies, Maharashtra, under the name and style of "Smruti Cosmetics Private Limited" and subsequently, the name of the Company was changed several times. Presently, the name of the Company is "Givaudan Flavours (India) Private Limited" w.e.f. 31.01.2008. Its registered office is situate at No. 401, Akruti Centre Point, 4th Floor, MIDC Central Road, Andheri (East), Mumbai - 400093. Presently, the name of the Company is "Givaudan Flavours (India) Private Limited" w.e.f. 31.01.2008. Its registered office is situate at No. 401, Akruti Centre Point, 4th Floor, MIDC Central Road, Andheri (East), Mumbai - 400093. 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 or Arrangement between Givaudan (India) Private Limited and Givaudan Flavours (India) Private Limited with the petitioner Company-Vinarom Private Limited and their respective shareholders at its meeting held on 12.01.2009, by virtue of which, the transferor Companies are proposed to be amalgamated with the petitioner-Company, subject to approval of the shareholders and unsecured creditors and the sanction of this Court and the High Court of Judicature at Bombay. 7. The petitioner-Company had filed Company Application No. 49/2009 before this Court for dispensation of the meetings of its equity shareholders and creditors for approving the Scheme of Arrangement. This Court by its order dated 23.01.2009 disposed of the application by dispensing with the meetings of the equity shareholders, secured and unsecured creditors of the petitioner-Company. 8. The present company petition for sanction of the Scheme was filed on 27.01.2009 and this Court by its order dated 29.01.2009 issued notice to the Regional Director and directed the petitioner to take out notice of the petition m the newspapers-"The Hindu"-an English daily and "Udayavani"-a Kannada daily on or before 06.02.2009 notifying the date of hearing as 27.02.2009. The notice of the petition was published in the said newspapers on 03.02.2009. Pursuant to the said publication, none has appeared before this Court to oppose the Scheme of Arrangement. 9. The Registrar of Companies in Karnataka has filed his affidavit dated 25.09.2008 on behalf of the Regional Director, Ministry of Corporate Affairs, Southern Region, Chennai, with the following observations: 1. As the registered offices of the transferor companies are situated in the state of Maharastra, the scheme is sublet to approval of Hon'ble High Court at Bombay also. 2. 9. The Registrar of Companies in Karnataka has filed his affidavit dated 25.09.2008 on behalf of the Regional Director, Ministry of Corporate Affairs, Southern Region, Chennai, with the following observations: 1. As the registered offices of the transferor companies are situated in the state of Maharastra, the scheme is sublet 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. 10. In reply, the petitioner-Company has filed its affidavit dated 09.04.2009 stating that the first transferor Company had filed Company Petition No. 87/2009 and the second transferor Company had filed Company Petition No. 88/2009 before the High Court of Judicature at Bombay for sanctioning the Scheme of Arrangement; it is now stated that the High Court of Judicature at Bombay by its order dated 03.04.2009 has sanctioned the Scheme of Arrangement. In the said affidavit, the petitioner-Company has also undertaken to obtain necessary approval from the Registrar of Companies, Karnataka for the change of name of the petitioner-Company as proposed in Clause 16 of the Scheme and also to comply with the requirements of FEMA and RBI Act while allotting shares to the shareholders of the first transferor Company. The High Court of Judicature at Bombay has sanctioned the Scheme by its order dated 03.04.2009 subject to the undertaking given by both the transferor Companies that in Clause 10(v)(d) of the Scheme, the excess 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 or the petitioner-Company (transferee Company). It is clarified by the Bombay High Court that the said order dated 03.04.2009 will be subject to similar statement/agreement on the part of the petitioner-transferee Company also. 11. It is clarified by the Bombay High Court that the said order dated 03.04.2009 will be subject to similar statement/agreement on the part of the petitioner-transferee Company also. 11. The petitioner-Company has filed its affidavit dated 20.04.2009 undertaking that in Clause 10(v)(d) of the Scheme, the excess 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. 12. 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 09.04.2009 and 20.04.2009 filed on its behalf and referred to above; (ii) Registry to draw up a decree in Form No. 42; (iii) the petitioner-Company shall file a copy of this order with the Registrar of Companies within thirty days from the date of receipt of a copy of this order. Co.P.17/2009 allowed.