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TMI Blog2017 (1) TMI 865X X X X Extracts X X X X X X X X Extracts X X X X ..... hort transferee company), with effect from 01.04.2015. The scheme of amalgamation (in short scheme) is appended as Annexure '8' to the respective petitions. 2. The petitioner in C.P.No.142 of 2016 is the 1st transferor company; the petitioner in C.P.No.143 of 2016 is the 2nd transferor company and the respondent in C.P.Nos.142 and 143 of 2016 is the transferee company. 2.1. To be noted, in paragraph No.23 of the petitions, it is stated that both the transferor companies are wholly owned subsidiary of the transferee company and therefore, in view of the judgment in the case of Mahamba Investments Vs. IDI Limited reported in 2001 (105) Comp Cases 16, no separate petition, in any case, is preferred on behalf of the transferee company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the unsecured creditors, which are group companies, described under S.No.1 of the above table, have given their consent. It is further averred that the said unsecured creditors are shareholders of the 1st transferor company. With regard to Sl.No.4, these are advances received by the 1st transferor company from buyers/customers of the flats. 4.4. It is averred that the said properties have been duly registered by the 1st transferor company in favour of the twenty six (26) buyers/customers. Of the 26 flat purchasers, two flat purchasers, which are group entities, constituting 75.29% of the total owed amount, have given their consent The sale deeds, to that effect, have been filed as additional typed set of documents. It is further averred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ered Accountant confirming the same is appended as Annexure '9' to C.P.No.143 of 2016. 5.1. It is seen that the above-said secured creditors of the 2nd transferor company have given their consents to the proposed Scheme, which is appended as Annexure '10' to C.P.No.143 of 2016. 5.2. It is averred that the 2nd transferor company has seventy one (71) unsecured creditors, valued at Rs. 25,96,75,589/-. A certificate of the Chartered Accountant confirming the same is appended as an additional typed set of document to C.P.No.143 of 2016. The details of the said unsecured creditors are as follows: S. No Category/class Amounts Rs. Percentage 1 Borrowings from Group Companies (2) 25,14,74,027/- 96.84% 2 Trade Payables (62 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the proposed Scheme, inter alia, for the reason that its equity shareholders had given their consent to it. 6. It is stated that the transferee company is listed on the Bombay Stock Exchange Limited. The Bombay Stock Exchange Limited has issued no objection certificate to the proposed scheme, which is appended as Annexure '5' to C.P.No.142 of 2016. 6.1. The transferee company has filed a Chartered Accountant Certificate, wherein, the total net worth of the transferee company is indicated, prior to amalgamation at Rs. 1,46,67,41,777/- and post amalgamation at Rs. 1,34,93,31,612/-. 7. Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report stating that he has no objection to the scheme bei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e been complied with. 11. Consequently, there shall be an order approving the scheme of amalgamation of Lancor Guduvanchery Developments Limited (1st transferor company), Lancor Sriperumbudur Developments Limited (2nd transferor company) and Lancor Holdings Limited (transferee company), with effect from 01.04.2015, as per the procedure laid down under Sections 391 to 394 of the Companies Act. 12. Taking note of the report of the Chartered Accountant as enclosed by the Official Liquidator, in terms of the order passed by this Court, both the transferor companies shall stand dissolved, albeit, without winding up. 13. It is made clear, that this order will not be construed as an order granting exemption from payment of stamp duty or, taxes ..... X X X X Extracts X X X X X X X X Extracts X X X X
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