Rajiv Narain Raina, J. - (1.) THIS petition is for sanctioning of the Composite Scheme of Amalgamation and Arrangement between the petitioner companies (Annexure P -1).
(2.) 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.
(3.) 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.;