TMI Blog2017 (1) TMI 865X X X X Extracts X X X X X X X X Extracts X X X X ..... e statutory provisions appear to have been complied with. 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. 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. It is made clear, that this order will not be construed as an order granting exemption from pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... referred on behalf of the transferee company. 3. A perusal of the record shows that the petitioners and the respondent have complied with the prescribed procedure. 3.1. A copy of three (3) separate resolutions of even date, i.e., 07.05.2015, passed by the Board of Directors of both the transferor companies and the transferee company approving the scheme is enclosed as Annexure '7' to the respective petitions. 4. It is stated that the 1st transferor company has one (1) secured creditor. A certificate of the Chartered Accountant confirming the same is appended as Annexure '9' to C.P.No.142 of 2016. 4.1. It is seen that the above-said secured creditor of the 1st transferor company have given their consent to the pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholders 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 that out of 24 flat purchasers, 16 flat purchasers have been handed over vacant possession. 4.5. Furthermore, the Director of the 1st transferor company has filed an affidavit und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... giving their consent to the proposed scheme are appended as Annexure '12' to C.P.No.143 of 2016. 5.7. This Court, by order dated 21.03.2016, passed in C.A.No.292 of 2016, dispensed with the convening, holding and conducting of the meeting of the shareholders of the 2nd transferor company to consider 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id scheme, as framed, is not violative of any statutory provisions. 10. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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