In Re: Cremica Industries Limited

Rajiv Narain Raina, J.—This petition is for sanctioning of the Composite Scheme of Amalgamation and Arrangement between the petitioner companies (Annexure P-1).

In terms of the Scheme, the "Bread Undertaking" of the Cremica Industries Limited (First Demerged Company/First Transferor Company/Petitioner Company-I) shall be demerged into Mrs. Bector''s Cremica Enterprises Limited (First Resulting Company/Petitioner Company-II). Cremica Industries Limited (First Demerged Company/First Transferor Company/Petitioner Company-I) (after the demerger of its "Bread Undertaking" into Mrs. Bector''s Cremica Enterprises Limited), shall be merged into MRS. BECTOR''S FOOD SPECIALITIES LIMITED (Transferee Company/Second Demerged Company/Petitioner Company-VI). The Scheme further envisages merger of Bector Foods Limited (Second Transferor Company/Petitioner Company-III), Cremica Foods Limited (Third Transferor Company/Petitioner Company-IV), Cremica Milk Specialities Limited (Fourth Transferor Company/Petitioner Company-V) into Mrs. Bectors Foods Specialities Limited (Transferee Company/Second Demerged Company/Petitioner Company-VI). The Scheme also envisages demerger of the "Condiments Undertaking" of Mrs. Bectors Foods Specialities Limited (Transferee Company/Second Demerged Company/Petitioner Company-VI) into Cremica Food Industries Limited (Second Resulting Company/Petitioner Company-VII).

Both the first and second motion petitions were filed together and the leave was granted by this Court vide order dated 4.04.2014 dispensing with the convening of meetings of the Shareholders, Secured and Unsecured Creditors of the petitioner companies, wherever applicable. Notice was also issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator for 04.07.2014. Notice was also directed to be published in "The Business Standard (English)", "Dainik Bhaskar (Hindi)" (both Chandigarh and Punjab Edition) as also the Punjab Government Gazette and Official Gazette of Chandigarh Administration, U.T. Chandigarh. The said order of publication has been complied with and an affidavit dated 29.05.2014 has been filed to this effect by the learned counsel.

The Regional Director, Northern Region, Ministry of Corporate Affairs, Noida has submitted its report and no serious objection has been raised which could hold back the Composite Scheme of Amalgamation & Arrangement. The report only notices the various clauses of the Scheme and the subject matter dealt in the said clauses. The same are self explanatory and are not in the nature of objections. Para 10 of the report states that a letter dated 29.04.2014 had been sent to the Chief Commissioner of Income Tax, Ludhiana Punjab requesting him to furnish their observations, if any, pertaining to the proposed Scheme of Amalgamation/Arrangement. It is stated that till date no reply/comments has been received from the concerned quarters.

The report of the Official Liquidator is also on record. He has also not raised any objection to the Scheme. The report of the Official Liquidator relies upon the observations of the Chartered Accountant and has stated that the Composite Scheme of Amalgamation and Arrangement is in the interest of shareholders and other stakeholders. Further it is not prejudicial to the interest of any Creditors, Banks, Employees or to the public at large. However the Official Liquidator has stated at Bar that in view of letter dated 10/12.06.2014 of the Commissioner of Income Tax, Ludhiana, the sanction of the Scheme shall not preclude or bar the Department from examining the compliance to various provisions of the Income Tax Act during assessment proceedings.

The petitioner-Companies have confirmed that there are no investigations or proceedings pending against them under Sections 235 and 251 of the Companies Act, 1956.

For the foregoing reasons, the Composite Scheme of Amalgamation and Arrangement between the petitioner companies (Annexure P-1) is hereby sanctioned and as a result thereto, the "Bread Undertaking" of the Cremica Industries Limited (First Demerged Company/First Transferor Company/Petitioner Company-I) shall demerge into Mrs. Bector''s Cremica Enterprises Limited (First Resulting Company/Petitioner Company-II). Cremica Industries Limited (First Demerged Company/First Transferor Company/Petitioner Company-I) (after the demerger of its Bread Undertaking into Mrs. Bector''s Cremica Enterprises Limited), Bector Foods Limited (Second Transferor Company/Petitioner Company-III), Cremica Foods Limited (Third Transferor Company/Petitioner Company-IV), Cremica Milk Specialities Limited (Fourth Transferor Company/Petitioner Company-V) shall merge into MRS. BECTOR''S FOOD SPECIALITIES LIMITED (Transferee Company/Second Demerged Company/Petitioner Company-VI). Further "Condiments Undertaking" of Mrs. Bectors Foods Specialities Limited (Transferee Company/Second Demerged Company/Petitioner Company-VI) shall demerge into Cremica Food Industries Limited (Second Resulting Company/Petitioner Company-VII). As a result thereof, Cremica Industries Limited, Bector Foods Limited, Cremica Foods Limited and Cremica Milk Specialities Limited shall stand dissolved without being wound up. The Composite Scheme shall be binding on all the petitioner companies, their respective shareholders, creditors and all concerned. However the Income Tax Department shall be at liberty to examine the compliance to various provisions of the Income Tax Act during assessment proceedings.

Let formal order of sanction of the Composite Scheme of Amalgamation and Arrangement be drawn in accordance with law and the certified copy of the same shall be filed with the Registrar of Companies within 30 days from the receipt of the same.

A notice of this order be published in "The Business Standard (English)", "Dainik Bhaskar (Hindi)" (both Chandigarh and Punjab Edition) as also the Punjab Government Gazette and Official Gazette of Chandigarh Administration, U.T. Chandigarh.

Any person interested shall be at liberty to apply to this Court in the above matter for any direction as may be necessary.

Petition is disposed of accordingly.