TaxTMI 
TaxTMI 
2017 (6) TMI 925
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....rs, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees of the said company and on the company itself and pass such further or other Order(s) be made and/or directions be given as this Hon'ble Tribunal may deem fit and proper. 2. Brief facts, which are relevant to present issue, are as follows:- a. Heritage Foods Limited ('Petitioner/Transferor Company') was incorporated under the Companies Act, 1956 in the name of Heritage Foods (India) Limited' on 5th day of June, 1992. The name of the Petitioner Company was changed to 'Heritage Foods Limited' on 16th day of August, 2013. The Registered Office of the Petitioner Company is situated at #6-3-541/ C, Punjagutta, Hyderabad - 500082. ....
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.... 21st May 2009. The name of the Resulting Company was further changed to 'Future Retail Limited' vide certificate of incorporation dated 25th May 2016. f. The Registered Office of the Resulting Company is situated at Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060. The Resulting Company is currently operates multiple retail formats in the Indian consumer market under different brand names including Big Bazaar, FBB, Food Bazaar, Food Hall, Home Town, easyday and eZone. g. The Composite Scheme of Arrangement involving the Transferor Company, the Transferee Company and the Petitioner Company would have the following benefits: (i) facilitate each business ....
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....ng with or without modifications the said Composite Scheme of Arrangement. The Order further appointed Sri K. Ram Murthy to act as Chairperson of the said meeting and should report the result thereof to the tribunal by 5th April, 2017. The Hon'ble Tribunal has also dispensed with the meeting of secured creditors and unsecured creditors of the Transferor Company. (k) It is submitted that on 17th February 2017 notice of the meeting was sent individually to the shareholders whose names appeared on the Register of Members as on 11th February, 2017 as directed by the Order together with a copy of the Composite Scheme of Arrangement and the statement required by Sections 231, 232 read with Section 230 of the Act and a form of proxy. ....
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....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 Company. All statutory compliances have been made by the Company for approval of the scheme in question. 4. The Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, has filed a sworn affidavit dated 22nd March, 2017, by inter-alia stating that the Companies involved in the proposed Scheme of Arrangement have not opposed the scheme in question and submitted that they are regular in filing statutory returns and no complaints, no investigations/inspections are pending against them. So he submits that Tribunal can consider the scheme as per merits. 5. The D....
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....nsferee company has in compliance with Section 230(5) of the Companies Act, 2013 read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, has issued the notice to the respective statutory authorities in Form No.CAA.3 on February 17, 2017 by way of registered post as a way of service upon (a) The Regional Director; (b) The Registrar of Companies; (c) The Competition Commission of India; (d) The Commissioner of Income Tax; (e) The Securities and Exchange Board of India; (f) National Stock Exchange; and (g) Bombay Stock Exchange. 9. As stated supra, all stake holders 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 conduc....