TMI Blog2017 (6) TMI 925X X X X Extracts X X X X X X X X Extracts X X X X ..... ers of company are put under due notice as per law, of the proposed Scheme of Arrangement and the Chairman appointed by the Tribunal has also conducted the required meeting of shareholders as per due process of law. As such, the scheme in question has the approval of majority of all stake holders of the company. All statutory compliances have been made by the company for approval of the scheme in question. It is of the considered view that the Company petition deserved to be allowed as prayed for. The Composite Scheme of Arrangement as approved by the Board of Directors is hereby sanctioned and further declare it is binding on all the Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees of the Petitioner Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... date and till the date of filing the instant Petition, there has been no change in the issued, subscribed and paid up capital of the Petitioner Company. c. The Petitioner Company is engaged in 6 (six) key business verticals viz. Dairy business vertical, Retail business vertical, Agri business vertical, Bakery business vertical, Veterinary care business vertical, Renewable energy business vertical. d. Heritage Foods Retail Limited (the 'Transferee Company') was incorporated under the Companies Act, 1956 in the name of 'Heritage Foods Retail Limited' on 1st day of December, 2008. It is a wholly owned subsidiary of the Petitioner Company. The registered office of the Transferee Company is situated at #6-3- 541/C, Punjagut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e a platform to enhance financial flexibility to pursue growth; (v) consolidation of the retail operations of the Resulting Company and the Transferee Company; (vi) unlocking of value; and (vii) synergies expected to bring in cost savings in the marketing, selling and distribution expenses for the Petitioner Company, (h) In view of the aforesaid, the Board of Directors of the Petitioner Company vide its resolution dated 7th day of November, 2016 approved the Composite Scheme of Arrangement among Heritage Foods Limited and Heritage Foods Retail Limited and Future Retail Limited and their respective Shareholders and Creditors. The Board of Directors of the Resulting Company and the Transferee Company have also approved the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, was held at Auditorium Hall, 2nd Floor, Training Block, National Institute for Micro, Small and Medium Enterprises, Yousufguda, Hyderabad - 500 045 and K. Ram Murthy acted as the chairperson of the meeting, (m) The said Chairperson K. Ram Murthy reported the result of the meeting to this Hon'ble Tribunal on 22nd March, 2017. It is stated the said meeting was attended by 63 shareholders out of which, 49 shareholders were personally present, 14 shareholders attended through proxy and 163 shareholders e-voted. The total number of shares in respect of which vote was cast 1,42,77,489 with a face value of ₹ 10/-each, representing 61.54% of the total issued, subscribed and paid up share capital of the Transferor Company. The Compo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... il, agri bakery) in favour of M/s Future Retail Limited. 6. The Competition Commission of India, by its letter bearing Combination Registration No. C-2016/12/462/5291 dated 17-03-2017 by intimating that proposed combination has been approved by the Commission under Section 31(1) of Competition Act, 2002 on 13.02.2017. 7. It is further filed proof to show paper publication in relation to date of hearings as 27.04.2017 is issued in English Daily of Business Standard (National Edition) and in Telugu Daily Andhra Bhoomi (State Edition) on 22.04.2017. And confirmed that in pursuance to the said notice, no objection (s) have been received from any sources including statutory authorities for the sanction of Scheme in question. 8. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve facts and circumstance of the case, I am of the considered view that the Company petition deserved to be allowed as prayed for. Hence, the Company petition bearing CP No. 19/230/HDB of 2017 is allowed with the following directions: (a) The Composite Scheme of Arrangement as enclosed at page 139 of CP, as approved by the Board of Directors is hereby sanctioned and further declare it is binding on all the Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees of the Petitioner Company and also on the Petitioner Company itself. (b) The Applicant Company is further directed to file a certified copy of this order along with approved Composite scheme of Arrangement with the Registrar of Companies, Ministry of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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