Composite Scheme of Arrangement - sanction under Sections 230-232 of the Companies Act, 2013 - bona fide and in the interest of the company and its stakeholders - compliance with statutory notice and meeting requirements - binding effect of sanctioned scheme on shareholders, creditors and employees - filing of sanctioned scheme with the Registrar of Companies - no objection from statutory authorities - dispensing with meetings of secured and unsecured creditorsComposite Scheme of Arrangement - bona fide and in the interest of the company and its stakeholders - The Composite Scheme of Arrangement between Heritage Foods Limited, Heritage Foods Retail Limited and Future Retail Limited is bona fide and should be sanctioned. - HELD THAT: - The Tribunal examined the terms of the Composite Scheme and the statutory compliance relating to convening and conducting the shareholders' meeting. The chairman appointed by the Tribunal held the meeting in accordance with the earlier order; the scheme was explained and was approved by an overwhelming majority of votes cast. The Tribunal also noted that no investigation or adverse proceedings are pending against the petitioner and that statutory authorities did not oppose the scheme. On the basis of these facts and statutory compliance, the Tribunal concluded that the scheme is bona fide, in the interest of the company and its stakeholders, and merits sanction. [Paras 3, 8, 10]The Composite Scheme of Arrangement is sanctioned as being bona fide and in the interest of the company and its stakeholders.Compliance with statutory notice and meeting requirements - no objection from statutory authorities - dispensing with meetings of secured and unsecured creditors - Statutory procedural requirements and statutory authorities' responses were satisfied, permitting sanction of the scheme without convening separate creditors' meetings. - HELD THAT: - The Tribunal recorded that notices in the prescribed form were served upon relevant authorities and published in newspapers, and that the Regional Director filed an affidavit indicating no opposition and regularity in filings. The Competition Commission and the Income Tax authority provided communications relevant to the proposed transfer/combination. The Tribunal had earlier exercised its power to dispense with meetings of secured and unsecured creditors. Having considered the compliance evidence and the absence of objections, the Tribunal held that procedural prerequisites for sanction were fulfilled. [Paras 5, 6, 7, 9, 10]Procedural and statutory requirements having been complied with and no objections received from authorities, the scheme is sanctioned and creditors' meetings were correctly dispensed with.Binding effect of sanctioned scheme on shareholders, creditors and employees - filing of sanctioned scheme with the Registrar of Companies - The sanctioned scheme is declared binding on all shareholders, secured and unsecured creditors, trade creditors and employees; directions for filing with the Registrar of Companies and intimations to concerned parties were issued. - HELD THAT: - Upon sanction, the Tribunal directed that the Composite Scheme, as approved, shall be binding on all stakeholders of the petitioner company. The Tribunal further directed the applicant to file a certified copy of the order with the Registrar of Companies within thirty days and to intimate all concerned parties regarding the sanction in the approved mode of communication. [Paras 10]The sanctioned scheme is binding on all stakeholders and the applicant is directed to file the order and scheme with the Registrar of Companies and to intimate concerned parties.Final Conclusion: The Company Petition is allowed; the Composite Scheme of Arrangement is sanctioned as bona fide and binding on all stakeholders, procedural compliances and statutory responses having been satisfied, with directions to file the order and scheme with the Registrar of Companies and to intimate concerned parties.