: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.87 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.133 OF 2009 In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 ; Givaudan (India) Pvt. Ltd. ..Petitioner. WITH COMPANY PETITION NO.88 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.134 OF 2009 Givaudan Flavours (India) Pvt. Ltd. ..Petitioner. Mr.Rajesh Shah for the Petitioners. Ms.Purnima Awasthi i/b.S.K.Mohapatra for the Regional Director. Mr.S.Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 P.C. : P.C. : P.C. : 1. Both the Petitioners are the transferor companies. They seek an order sanctioning the scheme of amalgamation with Vinarom Pvt. Ltd., the transferee company. The registered office of the transferee company is in Bangalore. The transferee : 2 : company has filed a petition seeking sanction to the scheme in the Karnataka High Court. 2. The entire procedure has been complied with. There is no objection from any of the parties to the scheme being sanctioned. 3. The Official Liquidator has filed his report stating that the affairs of the transferor companies has been conducted in a proper manner and that the transferor company may be ordered to be wound up. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6 thereof it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. The objection in paragraph 6 is to clause 10(v)(d) of the scheme whereunder it is proposed to transfer the excess pending to the share premium account of the transferor companies after giving effect to clause 10(v)(c) of the scheme, to the general reserve account in the books of the transferee company. : 3 : 6. On behalf of the transferor companies, it is stated that the said amounts will be transferred to the share premium account. In view thereof, the Regional Director does not have any other objection to the scheme being sanctioned. 7. It is however clarified that this order will be subject to a similar statement/agreement on the part of the transferee company also. 8. Subject to this, the Company Petitions are made absolute in terms of prayers (a) to (d). 9. The transferee company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this order. 10. The transferee company to pay costs of Rs.7500/- to the Regional Director. The transferor company to pay the costs of Rs.7500/- to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. : 4 : 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay. ***