No Objections Filed: NCLT Chandigarh Approves Haldirams Snacks Scheme

Haldirams Snacks Private Limited Vs Haldiram Foods International Private Limited (NCLT Chandigarh)

Chandigarh Bench of NCLT in case of Haldirams Snacks Private Limited [CA (CAA) No.42/Chd/Hry/2023 (1st Motion) And CA No. 178/23]:NCLT approved a scheme on 19 January 2024, with an appointed date of 1 April 2024. No objections to the future appointed date were filed by the NCLT and the scheme was accepted.

FULL TEXT OF THE NCLT JUDGMENT/ORDER

This is a joint First Motion Application filed by Applicant Companies namely; Haldirams Snacks Private Limited (for short hereinafter referred to as Applicant Company No.1/demerged company no.1) and Haldiram Foods International Private Limited (for short hereinafter referred to as Applicant No.2/ demerged company no.2) and Haldiram Snacks Food Private Limited (for short hereinafter referred to as Applicant No. 3/resulting company) under Section 230 to 232 read with Section 66 of the Companies Act, 2013 (the Act) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Arrangement between the Applicant Companies. The said Scheme is attached as Annexure E of the Application.

2. It is submitted in the application that the applicant company No.1 was originally incorporated as private limited company under the name and style of “Haldiram Food Products Private Limited” and subsequently the name of the company was changed to “Haldiram Snacks Private Limited” vide certificate issued by Registrar of Companies, Delhi and Haryana dated 07.10.1993. The Registered office of the company was shifted from National Capital Territory of Delhi to the State of Haryana vide certificate issued by Registrar of Companies, Delhi and Haryana dated 10.05.2023. The Company, at present, is having its registered office at Haldiram-Village Kherki Daula, Delhi-Jaipur Highway, Gurugram-122001, Haryana, India, which is situated in the State of Haryana and, therefore, it is under the territorial jurisdiction of this Bench.

3. It is also submitted in the application that the applicant company no.2 was incorporated as private limited company on 04.12.1987 under the name and style of “Avin Food Products Private Limited”. The name of the company was changed to “Haldiram Foods International Private Limited” vide certificate of Registrar of Companies, Mumbai dated 28.08.1995. The company was converted into a public limited company “Haldiram foods International Private Limited” vide certificate of Registrar of Companies, Mumbai dated 04.09.1995. The company was reconverted into a private limited company “Haldiram Foods International Private Limited” vide certificate of Registrar of Companies, Mumbai dated 01.02.2012. The registered office of the company was shifted from the State of Maharashtra vide certificate issued by Registrar of Companies, Delhi and Haryana dated 15.06.2023. The Company, at present, is having its registered office at Haldiram-Village Kherki Daula, Delhi-Jaipur Highway, Gurugram-122001, Haryana, India, which is situated in the State of Haryana and, therefore, it is under the territorial jurisdiction of this Bench.

4. It is also submitted in the application that the applicant company no.3 is a newly formed private limited company incorporated on 12.12.2022. The Company, at present, is having its registered office at Haldiram-Village Kherki Daula, Delhi-Jaipur Highway, Gurugram-122001, Haryana, India, which is situated in the State of Haryana and, therefore, it is under the territorial jurisdiction of this Bench.

5. As stated in the application, the Applicant Company No.1 is presently engaged in the business of manufacturing, selling and distribution of namkeen, chips, sweets, frozen food, papad etc. (viz. packaged food products) and caters to both domestic and international market. The main objects of the company, as stated in the petition as below:

1) “To carry on business of manufacturers, producers, dealers, buyers, sellers, importers, exporters and agents of milk, soya milk, its products and preparations, cheese, ice cream, curd and other preparations of milk, cereals and lentils including flour and dal, sweets, soya sweets, namkeens, papads, and confections including biscuits, cakes breads, pastries, nuts, toffees, chocolates and fruit and vegetable and other products and preparation of every kind, nature and description related thereon.

2) To carry on the business of manufacturers, producers, buyers, sellers, importers, exporters
and processors of and dealers in milk, cream, butter, ghee, cheese, condensed milk, malted milk, milk powder, skimmed milk powder, whole milk powder ice milk, ice-cream, milk foods, baby foods, infant foods, milk preparations of all kinds, breakfast foods, fast foods, instant foods, cereal products, whether flakes, maize flakes, and table delicacies and food stuffs and provisions of all kinds.

3) To carry on the business of preservation, dehydration, freezing freezedrying, canning, bottling and packing of all or any of the produce and products mentioned in sub clause (1) and (2) above and stuffs provisions and consumable materials of all kinds

4) To carry on the business of commission agents, brokers, factors, consultants, representatives and middlemen of all type of food products and food grains

5) To generate, accumulate, transmit, distribute, purchase, sell, supply electricity power or any other energy from conventional / non- conventional energy sources on a commercial basis and to construct, lay down, establish, operate and maintain power/energy generating stations including buildings, structures, works, machineries, equipment, cables; and to undertake or to carry on the business of managing, controlling, erecting, commissioning, operating, running, leasing Power Plants, Plants based on Conventional or non-conventional energy sources, Solar Energy Plants, Hydro Energy Plants, Wind Energy Plants and similar other Projects and to transmit, distribute, supply such power through own or leased transmission lines or facilities of the State Electricity Boards as may be assigned to it by the competent Government or Private Sector Organizations.”

6. As stated in the application, the Applicant Company No. 2 is engaged in the business of manufacturing, selling and distribution of Indian and extruded snacks, namkeen, sweetmeat, milk and dairy products, bread and bakery products, wafer etc. (viz. packaged food products). The main objects of the company, as stated in the petition as below:

“To carry on the business to manufacture, buy, sell, import, export and to deal in all kinds of food products, including sweetmeats, vegetable or non-vegetable products, milk food and milk products, preserved fruits & foods, all kinds of juices, sauces, ketchup, jams, fruit pulp, tit-bits, concentrates, soft drinks, liquors, dairy products, biscuits, bakeries, confectionary and all other kinds of processed or frozen foods, canned/bottled or otherwise packed or not.”

7. As stated in the application, the Applicant Company No. 3 is newly incorporated company. The main objects of the company, as stated in the petition as below:

1) “To carry on business of manufacturers, producers, dealers, buyers, sellers, importers, exporters and agents of milk, soya milk, its products and preparations, cheese, ice cream, curd and other preparations of milk, cereals and lentils including flour and dal, sweets, soya sweets, namkeens, papads, and confections including biscuits, cakes breads, pastries, nuts, toffees, chocolates and fruit and vegetable and other products and preparation of every kind, nature and description related thereon.

2) To carry on the business of manufacturers, producers, buyers, sellers, importers, exporters and processors of and dealers in milk, cream, butter, ghee, cheese, condensed milk, malted milk, milk powder, skimmed milk powder, whole milk powder ice milk, ice- cream, milk foods, baby foods, infant foods, milk preparations of all kinds, breakfast foods, fast foods, instant foods, cereal products, whether flakes, maize flakes, and table delicacies and food stuffs and provisions of all kinds.

3) To carry on the business of preservation, dehydration, freezing, freezedrying, canning, bottling and packing of all or any of the produce and products mentioned in sub clause (I) and (2) above and stuffs provisions and consumable materials of all kinds.

4) To carry on the business of commission agents, brokers, factors, consultants, representatives and middlemen of all type of food products and food grains.”

8. The rationale of the Scheme, as pleaded by the applicant companies, is reproduced below:

“The proposed business restructuring under this Scheme involves the demerger of the FMCG Business carried out by Haldiram Snacks Private Limited and Haldiram Foods International Private Limited into Haldiram Snacks Food Private Limited to unlock shareholder value and pursue independent business strategies for the growth of FMCG Business on a consolidated basis.

The proposed restructuring pursuant to this Scheme is expected, inter alia, to result in the following benefits:

1) Better operational efficiencies, revenue and cost synergies.

2) Better sales and supply chain opportunities with a wider variety of product offerings which will help in gaining market share.

3) Optimization of capital, operational (including promotion) expenditure, leveraging sales and distribution network and simplification of overlapping infrastructure

4) Augmenting the capabilities of the group to effectively meet future challenges in the sector

5) Creation of value for all the stakeholders.

For the reasons above, the scheme would be in the best interest of shareholders, creditors and other stakeholders of the respective parties”

9. It is prayed in the application for dispensing with convening the meeting of equity shareholders of Applicant Company No.1 in view of the consent affidavits given by 13 out of 13 equity shareholders (holding 100% of the shareholding) to the scheme as per the list of equity shareholders as on 19.07.2023 as per the certificate dated 02.08.2023 of Chartered Accountant and same are annexed as Annexure K-2 and K­1 respectively with the application.

10. It is also prayed in the application for dispensing with convening the meeting of equity shareholders of Applicant Company No.2 in view of the consent affidavits given by 11 out of 25 equity shareholders (holding 98.89% of the shareholding) to the scheme as per the list of equity shareholders as on 31.07.2023 as per the certificate dated 31.07.2023 of Chartered Accountant and same are annexed as Annexure K-4 and K-3 respectively with the application.

11. It is further prayed in the application for dispensing with convening the meeting of equity shareholders of Applicant Company No.3 in view of the consent affidavits given by 2 out of 2 equity shareholders (holding 100% of the shareholding) to the scheme as per the list of equity shareholders as on 19.07.2023 as per the certificate dated 02.08.2023 of Chartered Accountant and same are annexed as Annexure K-6 and K-5 respectively with the application.

12. It is prayed in the application for dispensing with convening the meeting of secured creditors of Applicant Company No.1 and Applicant Company No.3, as there are no secured creditors as on 31.03.2023 of Applicant Company No.1 and Applicant Company No.3 as per the certificate dated 02.08.2023 of Chartered Accountant and same are annexed as Annexure I-1 and I-3 with the application. Further, it is also prayed for dispensing with convening the meeting of unsecured creditors of Applicant Company No.3, as there are no unsecured creditors as on 31.03.2023 of Applicant Company No.3 as per the certificate dated 02.08.2023 of Chartered Accountant and same are annexed as Annexure J-3 with the application.

13. It is prayed in the application for dispensing with convening the meeting of secured creditors of Applicant Company No.2, since proposed scheme is an arrangement as contemplated under section 230(1)(b) and not in accordance with the provisions of section 230(1)(a) of the Companies Act,2013 as there is no compromise and/or arrangement with the secured creditors and also post the scheme, the assets of Applicant Company No.3 will be sufficient to discharge the liabilities of secured creditors in the ordinary course of business.

14. It is also prayed in the application for dispensing with convening the meeting of unsecured creditors of Applicant Company No.1 and Applicant Company No.2, since proposed scheme is an arrangement as contemplated under section 230(1)(b) and not in accordance with the provisions of section 230(1)(a) of the Companies Act,2013, as there is no compromise and/or arrangement with the unsecured creditors and also post the scheme, the assets of Applicant Company No.3 will be sufficient to discharge the liabilities of secured creditors in the ordinary course of business.

15. The application was heard on 04.09.2023 and the Tribunal in its order directed the Petitioner Company to file short note about maintainability of the petition in the absence of any consent of secured and unsecured creditors within two weeks. The petitioner companies’ application bearing CA No.178/23 dated 13.10.2023, wherein they have prayed for convening the meetings of the secured creditors of Applicant Company No.2 and unsecured creditor of Applicant Company No.1 and Applicant Company No.2 now stands allowed. Consequently, the amended prayer is taken note of.

16. It is stated in the application that Scheme of Arrangement has been unanimously approved by the Board of Directors of the Applicant Companies in their respective Board meetings held on 15.07.2023 subject to the approval of the shareholders and creditors and the sanctioning of the same by this Tribunal. The List of Directors and certified true copy of the resolutions passed in the above-mentioned Board meetings are enclosed herewith and marked as Annexure: G-1 and F-1 for Applicant Company No.1, Annexure G-2 and F-2 for Applicant Company No.2 and Annexure G-3 and F-3 for Applicant Company No.3 with the application.

17. The appointed date as mentioned in the Clause 1.4 of Scheme of Arrangement is defined as “Appointed Date means 1^st April, 2024 or such other date as may be fixed or approved by the National Company Law Tribunal (hereinafter referred to as ‘NCLT’ or ‘Tribunal’) for the purpose of demerger of the HSPL FMCG Undertaking and HFIPL FMCG Undertaking into the Resulting Company”. The scheme of arrangement is attached as Annexure-E of the application.

18. The Applicant companies have filed the certified true copy of audited financial statements for the year ended 31.3.2022 and the management certified provisional financial statement as on 31.3.2023 of Applicant Company No.1 with the application as Annexure B-1 and Annexure C-1 respectively.

19. The Applicant companies have filed the certified true copy of audited financial statements for the year ended 31.03.2022 and the management certified provisional financial statements as on 31.03.2023 of Applicant Company No. 2 with the application as Annexure B-2 and Annexure C-2 respectively.

20. The Applicant companies have not filed audited financial statement for the year ended 31.03.2022 of Applicant Company No.3, as the company is newly incorporated and have filed the management certified provisional financial statements as on 31.3.2023 of Applicant Company No.3 with the application as Annexure-C-3. \

21. The Applicant companies have also filed the management certified provisional split standalone provisional balance sheet and statement of profit and loss account for the period ended 31.03.2023 of Applicant Company No.1 and Applicant Company No.2 with the application as Annexure D1 and D2.

22. The Applicant companies have filed the copy of the certificates dated 12.08.2023, 14.08.2023 and 12.08.2023 issued by the statutory auditors, confirming that the accounting treatment in the scheme is in conformity with the Companies (Indian Accounting Standard) Rules, 2015 and is in conformity with Section 133 of the Companies Act 2013 for Applicant Company No.1, Applicant Company No. 2 and Applicant Company No. 3 have been annexed as Annexure L-1, Annexure L-2 and Annexure L-3 of the application respectively.

23. As stated in the petition, the authorised, issued, subscribed and paid up share capital of the applicant companies are given below:

24. As per the Fair Equity Share Entitlement ratio report dated 24.03.2023 issued by SSPA & CO, Chartered Accountants, Registered Valuer bearing registration No. IBBI/RV-E/06/2020/126 attached as Annexure-H of the application, Fair equity share entitlement ratio is given below:

To the shareholders of APPLICANT NO.1/DEMERGED COMPANY NO.1:

“2,538 (Two Thousand Five Hundred and Thirty Eight) equity shares of IN 10 each fully paid up of Haldiram Snacks Food Private Limited to be issued for every 100 (One Hundred) equity shares of INR 10 each fully paid up held in Haldiram Snacks Private Limited”

To the shareholders of APPLICANT NO.2/ DEMERGED COMPANY NO.2:

“5,594 (Five Thousand Five Hundred and Ninety Four) equity shares of INR 10 each fully paid up of Haldiram Snacks Food Private Limited to be issued for every 100 (One Hundred) equity shares of INR 10 each fully paid up held in Haldiram Foods International Private Limited”

25. The authorised signatories of Applicant Companies have deposed by way of affidavits that no investigations or proceedings under Companies Act, 2013 or Companies Act, 1956 are pending and that there are no legal proceedings initiated or pending against the Applicant Companies. The affidavits of the authorised signatories are attached at Annexure-M- 1, Annexure-M-2 and Annexure-M-3 of the application.

26. The authorised signatories of Applicant Companies have deposed by way of affidavits that none of the Applicant Companies are governed by any specific sectoral regulator. The affidavits of the authorised signatories are attached at Annexure-N- 1, Annexure-N-2 and Annexure-N-3 of the application.

27. It is stated in the application that application of Applicant Company No.1 and Applicant Company No.2 had applied to the Competition Commission of India for approval, as the combined assets/ turnover of Applicant Company No.1 and Applicant Company No.2 exceeds the specified threshold limit under the Competition Act, 2002, which has been approved by Competition Commission of India vide their Press release No.77/2022-23 dated 3^rd April,2023 stating; “Commission approves the proposed combination involving demerger of FMCG business of Haldiram Snacks and Haldiram Foods into Haldiram Snacks Food and acquisition of 56% and 44% shareholding in Haldiram Snacks Food by existing shareholders of Haldiram Snacks and Haldiram Foods”. The copy of the said press release by the Competition Commission of India is annexed as Annexure O with the application.

28. It is stated in the application that the directors and key management personnel of the applicant companies shall not be deemed to be interested in the proposed scheme, save to the extent of the shares held by them in the applicant companies, if any. Further, it is also declared that the proposed scheme being filed is not a corporate debt restructuring scheme as contemplated under section 230(2)(c), hence a creditor’s responsibility statement and other requirements under section 230(2)(c) are not applicable.

29. Applicant Companies have submitted in the petition that the proposed scheme would not adversely affect the rights of any of the creditors of the Applicant Companies in any manner, whatsoever and is not in any way prejudicial to any person as well as is fair and reasonable and is not detrimental to the interest of the public.

30. The Applicant Companies has furnished the following documents:

• Certificate of Incorporation along with Memorandum and Articles of Association of the Applicant Companies (Annexure-A-1, Annexure- A-2 and Annexure A-3 of the application).
• Copy of Audited Financial Statement for the year ended 31.03.2022 and the Management Certified provisional statement for the year ended 31.03.2023 of Applicant Company No.1 (Annexure B-1 and Annexure C-1 of the application respectively).

• Copy of Audited Financial Statement Statements for the year ended 31.03.2022 and the Management Certified Provisional Statements for the year ended 31.03.2023 of the Applicant Company No.2 (Annexure B-2 and Annexure C-2 of the application).
• Management Certified Provisional Financial Statements for the period ended 31.03.2023 of the Applicant Company No.3 (Annexure C-3 of the application).
• The Management Certified Provisional Divisional balance sheet and provisional statement of profit and loss for the period ended 31.03.2023 of Applicant Company No.1/demerged company no.1 and Applicant Company NO.2/demerged company no.2 (Annexure D1 and D2 of the application).
• Proposed Scheme of Arrangement (Annexure E of the application).
• Certified true copy of the resolution passed in the board meeting of applicant company no.1, applicant company no.2 and applicant company no.3 (Annexure F-1, F-2 and F-3 respectively of the application).
• List of directors of applicant company no.1, applicant company no.2 and applicant company no.3 (Annexure G-1, G-2 and G-3 respectively of the application).
• Copy of Valuation Report/ Share Entitlement Report of M/s SSPA & Co. Chartered Accountants (Annexure H of the application).
• Copy of certificate dated 02.08.2023 issued by independent chartered accountant certifying the list of Secured Creditors and unsecured creditors of Applicant Company No.1 as on 31.03.2023 certified by the Chartered Accountant. (Annexure I-1 and J-1 of the application respectively).

• Copy of Certificate dated 31.07.2023 issued by independent chartered accountant certifying the list of Secured Creditors and Unsecured Creditors of Applicant Company No.2 as on 31.03.2023 certified by the Chartered Accountant. (Annexure I-2 and J-2 of the application respectively).
• Copy of Certificate dated 02.08.2023 issued by independent chartered accountant certifying the list of Secured and Unsecured Creditors of the Applicant Company No. 3 as on 31.03.2023 certified by the Chartered Accountant. (Annexure I-3 and J-3 of the application respectively).
• Copy of Certificate dated 02.08.2023 issued by independent chartered accountant certifying the list of Equity Shareholders of the Applicant Company No.1 as on 19.07.2023 (Annexure K-1 of the application).

• Consent Affidavits of all the Equity Shareholders of Applicant Company No.1 along with board resolution in case of corporate equity shareholders (Annexure K-2 of the application).
• Copy of Certificate dated 31.07.2023 issued by independent chartered accountant certifying the list of Equity Shareholders of the Applicant Company No.2 as on 19.07.2023 (Annexure K-3 of the application).

• Consent Affidavits of 98.89% of Equity Shareholders of the Applicant Company No.2 along with board resolution in case of corporate equity shareholders (Annexure K-4 of the application).
• Copy of Certificate dated 02.08.2023 issued by independent chartered accountant certifying the list of Equity Shareholders of the Applicant Company No. 3 as on 19.07.2023 (Annexure- K-5 of the application).
• Consent Affidavits of Equity Shareholders of the Applicant Company No. 3 along with board resolution in case of corporate equity shareholders (Annexure K-6 of the application).
• Copy of the certificate dated 11.08.2023 issued by Independent Chartered Accountant certifying the net worth of the resulting company post the scheme (Annexure K-6 of the application).
• Certificates of Statutory Auditors of Applicant Company No.1, Applicant Company No.2 and Applicant Company No.3 confirming that the accounting treatment in the scheme is in conformity with the Companies (Indian Accounting Standard) Rules 2015 and with Section 133 of the Companies Act 2013 (Annexure-L-1, Annexure L-2 and Annexure L-3 respectively of the application).
• Affidavit certifying that no legal proceedings are pending against the Applicant Company No.1, Applicant Company No.2 and Applicant Company No.3 (Annexure-M-1, Annexure M-2 and Annexure M-3 respectively of the application).
• Affidavit certifying that the Applicant Company No.1, Applicant Company No.2 and Applicant Company No.3 are not regulated by Sectoral Regulators (Annexures-N-1, Annexures-N-2 and Annexures-N-3 of the application).
• Press Release of Competition Commission of India approving the consolidation (Annexure-O of the application).
• The copy of the Master Data along with PAN of the Applicant Companies.

31. The Applicant Companies have furnished the details of the Shareholders, Secured Creditors and Unsecured Creditors as follow:

32. Accordingly, the directions of this Bench in the present case are as under:

I. As proposed by the Applicant companies, this tribunal prescribes the appointed date of the scheme as 01.04.2024.

II. The meeting of the equity shareholders of all Applicant companies is dispensed with and requirement of issue and publication of notices is also being dispensed with in view of the fact that 13 out of 13 equity shareholders of Applicant Company No.1 holding 100% of the shareholding as on 19.07.2023, 11 out of 25 equity shareholders of Applicant Company No. 2 holding 98.89% of the shareholding as on 31.07.2023 and 2 out of 2 equity shareholders of Applicant Company No. 3 holding 100% of the shareholding as on 19.07.2023, by way of affidavit, have consented to the scheme and towards dispensing with their meetings.

III. The meeting of the secured creditors and the requirement of issue and publication of notices of the Applicant Company No.1and Applicant Company No. 3 is being dispensed with, since there are no secured creditors of the said companies.

IV. The meeting of the secured creditors of the Applicant Company No. 2 be convened as prayed through amended prayer vide CA No.178/23 dated 13.10.2023, on such date, time and venue either personally/physically or through video conferencing with facility of remote e-voting, as may be decided by the Chairperson with the consent of alternate Chairperson and Scrutiniser subject to individual notice of the meeting being issued. The quorum of the meeting of the secured creditors shall be 1 in number or 40% in value of the secured creditors;

V. The meetings of the unsecured creditors of Applicant Company No. 1 be convened, as prayed through amended prayer vide CA No. 178/23 dated 13.10.2023, on such date, time and venue either personally/ physically or through video conferencing with facility of remote e-voting, as may be decided by the Chairperson with the consent of alternate Chairperson and Scrutiniser subject to individual notice of the meeting being issued. The quorum of the meeting of the unsecured creditors shall be 342 in number or 40% in value of the unsecured creditors of Applicant Company No. 1;

VI. The meetings of the unsecured creditors of Applicant Company No. 2 be convened, as prayed subsequently through amended prayer vide CA No. 178/23 dated 13.10.2023 for, on such date, time and venue either personally/physically or through video conferencing with facility of remote e-voting, may be decided by the Chairperson with the consent of alternate Chairperson and Scrutiniser subject to individual notice of the meeting being issued. The quorum of the meeting of the unsecured creditors shall be 333 in number or 40% in value of the unsecured creditors of Applicant Company No. 2.

VII. The meeting of the unsecured creditors and the requirement of issue and publication of notices of the Applicant Company No. 3 is being dispensed with, since there are no unsecured creditors of the company.

VIII. In case the required quorum as noted above for the meetings is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum.

IX. M.K. Pandey, Advocate, Office Address: A 33 Nizammudin East, New Delhi-110013; Mobile No.9871548899; email id: advocatemanojpandey@gmail.com is appointed as the Chairperson for the meeting to be called under this order. An amount of Rs.1,00,000/- (Rupees One Lakh Only) be paid for his services as the Chairperson.

X. Mr. Baldev Raj Sachdeva, Advocate; Office Address: 46/6, LGF, Community Centre, East of Kailash, New Delhi-110065; Mobile No. 9810217221; e-mail id: brajsachdeva@gmail.com is appointed as the Alternate Chairperson for the meeting to be called under this order. An amount of ₹75,000/- (Rupees Seventy Thusand Only) be paid for his services as the Alternate Chairperson.

XI. Prakash Dev Sharma, PCS; Office Address: Sharma Sarin & Associates, SCO 186-188, FF, Sector 17-C, Chandigarh-160017; Mobile No.: 9815435315; email:ssaannualfiling21@gmail.com is appointed as the Scrutinizer for the meeting to be called under this order. An amount of Rs.50,000/- (Rupees Fifty Thousand Only) be paid for his services as the Scrutinizer.

XII. The fee of the Chairperson, Alternate Chairperson and Scrutinizer and other out of pocket expenses for them shall be borne by the Applicant Companies jointly.

XIII. Applicant company No. 1 is required to serve the notices to the unsecured creditors of the Applicant company No.1 as discussed in Para V above, through courier or speed post or registered post, or through courier or e-mail, 30 days in advance before the schedule date of meeting, indicating the day, date, place and time as aforesaid, together with a copy of the Scheme, copy of explanatory statement with valuation report, copy of this Order and any other documents as may be prescribed under the Act as per the list of creditors as on the date of passing of this Order in the same manner, as the notices are to be served to various authorities as per Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

XIV. The Applicant company No.2 is required to serve the notices to the secured and unsecured creditors of the Applicant company No.2 as discussed above in Para IV and VI respectively through courier or speed post or registered post, or through courier or e-mail, 30 days in advance before the schedule date of meeting, indicating the day, date, place and time as aforesaid, together with a copy of the Scheme, copy of explanatory statement with valuation report, copy of this Order and any other documents as may be prescribed under the Act as per the list of creditors as on the date of passing of this Order in the same manner as the notices are to be served to various authorities as per Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

XV. It is directed that the audited accounting statement of Applicant Companies as on 31.03.2023 and the provisional accounting statement on a subsequent date in terms of Section 232 (2) (e) of the Act be also circulated for the aforesaid meeting.

XVI. It is also directed that along with the notices, Applicant Companies shall also send statements explaining the effect of the scheme on the creditors, key managerial personnel, promoters and non-promoter members etc. along with the effect of the scheme of arrangement on any material interests of the Directors of the Company or the debenture trustees, if any, as provided under sub-section (3) of Section 230 of the Act.

XVII. That the Applicant Companies shall publish advertisement with a gap of at least 30 days before the aforesaid meeting, indicating the day, date, place and time of the meeting as aforesaid, in newspapers having wide circulation in Haryana, where the registered Office of the Applicant Companies are presently situated as well in Delhi, where the registered Office of the Applicant Company No. 1 was situated prior to shifting to Haryana on 10.05.2023 and in Maharashtra, where the registered Office of the Applicant Company No. 2 was situated prior to shifting to Haryana on 15.06.2023 situated namely “Financial Express” (English, Delhi NCR edition and Mumbai edition), “Dainik Bhaskar (Hindi, Delhi NCR edition) and “Lokmat (Marathi edition). Fact about change in registered office of the Applicant Company No. 1 from Delhi to Gurugram (Haryana) on 10.05.2023 and of the Applicant Company No. 2 from Mumbai (Maharashtra) to Gurugram (Haryana) on 15.06.2023 be mentioned in the advertisement. It be stated in the advertisement that the copies of “Scheme”, the Explanatory Statement required to be published are pursuant to Section 230 to 232 of the Act. The Applicant Companies shall also publish the notice on its website, if any.

XVIII. It shall be the responsibility of the Applicant Companies to ensure that the notices are sent under the signature and supervision of the authorized representative of the company on the basis of Board resolutions and that they shall file their affidavits in the Tribunal at least ten days before the date fixed for the meeting.

XIX. Voting shall be allowed on the “Scheme” through electronic means which will remain open for a period as mandated under Clause 8.3 of Secretarial Standards on General Meetings to the Applicant Companies under the Act and the Rules framed thereunder.

XX. The Scrutinizer’s report will contain his/her findings on the compliance to the directions given in Para XIII to XIX above.

XXI. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 7 (seven) days of the conclusion of the meeting. The Chairperson would be fully assisted by the authorized representative/Company Secretary of the Applicant Companies and the Scrutinizer, who will assist the Hon’ble Chairperson and Alternate Chairperson in preparing and finalizing the report.

XXII. The Applicant Companies shall individually and in compliance of sub- section (5) of Section 230 of the Act and Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 send notices in Form No. CAA-3 along with copy of this order, copy of the Scheme, Explanatory Statement, Accounting Statements as referred to para XIII and XV above, Fact about change in registered office of the Applicant Company No. 1 from Delhi to Gurugram (Haryana) on 10.05.2023 and of the Applicant Company No. 2 from Mumbai (Maharashtra) to Gurugram (Haryana) on 15.06.2023, and the disclosures mentioned in Rule 6 of the “Rules” to (i) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Registrar of Companies, Delhi & Haryana (iii) the Official Liquidator (attached to Punjab and Haryana High Court); and (iv) Income Tax Department through the Nodal Officer- Principal Commissioner of Income Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN number of the Applicant Companies; (v) Food Safety and Standards Authority of India, Northern Region, C/o National Food Laboratory Ghaziabad, Ahinsa Khand 2, Indirapuram, Ghaziabad, Uttar Pradesh 201014 and to such other Sectoral Regulator(s) governing the business of the Applicant Companies, if any, stating that report on the same, if any, shall be sent to this Tribunal within a period of 30 days from the date of receipt of such notice and copy of such report shall be simultaneously sent to the applicant companies, failing which it shall be presumed that they have no objection to the proposed Scheme.

XXIII. The Applicant Companies shall furnish a copy of the copy of the Scheme, Explanatory Statement, Accounting Statements as referred to para XV above and the disclosures mentioned in Rule 6 of the “Rules” free of charge within one day of any requisition for the Scheme made by any creditor or member/shareholder.

XXIV. The authorized representative of the Applicant Companies shall furnish an affidavit of service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meeting.

XXV. All the aforesaid directions are to be complied with strictly in accordance with the applicable laws including forms and formats contained in the Rules as well as the provisions of the Companies Act, 2013 by the Applicant Companies.

33. With the aforesaid directions, this First Motion Application stands allowed. A copy of this order be supplied to the learned counsel for the Applicant Companies who in turn shall supply a copy of the same to the Chairperson, Alternate Chairperson and Scrutinizer immediately. The Second Motion Application may be filed within the time prescribed under the law.