2009 (4) TMI 451

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....e 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 31-5-2001. 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....

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.... 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 their respective shareholders at its meeting held on 12-1-2009, 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 peti....

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....anies 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 affidavit dated 9-4-2009 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 sanction-ing the scheme of arrangement; it is now stated that the High Court of Judicature at Bom....