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2017 (6) TMI 925 - Tri - Law of CompetitionComposite Scheme of Arrangement - Held that - Transferee 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. 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 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 Company and also on the Petitioner Company itself.
Issues Involved:
1. Sanctioning of Composite Scheme of Arrangement under Sections 52 and 66, 230 to 232 of Companies Act, 2013 by National Company Law Tribunal, Hyderabad. Detailed Analysis: 1. The Company Petition CP.No.19/230/HDB/2017 was filed by Heritage Foods Limited seeking sanction of a Composite Scheme of Arrangement under relevant provisions of the Companies Act, 2013. The scheme aimed to be binding on all stakeholders, including Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors, and Employees, as well as on the company itself. The scheme involved Heritage Foods Limited, Heritage Foods Retail Limited, and Future Retail Limited. 2. The relevant facts included the incorporation details of the involved companies, the business verticals they operated in, and the benefits expected from the proposed arrangement. The Board of Directors of the companies had approved the scheme, and necessary meetings were conducted as per the Tribunal's directions. 3. The Tribunal ensured that all stakeholders were duly notified of the proposed scheme, and necessary meetings were conducted in compliance with the law. The majority of stakeholders approved the scheme, and all statutory compliances were met by the company. 4. The Regional Director of Ministry of Corporate Affairs and the Deputy Commissioner of Income Tax provided favorable responses regarding the scheme. The Competition Commission of India also approved the proposed combination. Additionally, necessary paper publications were made, and no objections were received from any statutory authorities. 5. The Tribunal examined the terms and conditions of the Composite Scheme of Arrangement to determine if it was in the interest of all stakeholders and the company itself. The Tribunal noted that the necessary notices were served to relevant statutory authorities as required by law. 6. Considering all the facts and circumstances, the Tribunal allowed the Company Petition CP.No.19/230/HDB/2017. The Composite Scheme of Arrangement was sanctioned, declared binding on all stakeholders, and directed the company to file a certified copy of the order with the Registrar of Companies within 30 days. The company was also directed to communicate the sanction of the scheme to all concerned parties appropriately.
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