TaxTMI 
TaxTMI 
2017 (1) TMI 865
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....mpany) and Lancor Holdings Limited (in short 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 p....
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....s (27) 25,26,73,955/- 50.97% Total 49,58,02,548/- 100% 4.3. It is averred that 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....
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....heir consent to it. 5. It is stated that the 2nd transferor company has two (2) secured creditors. A certificate of the Chartered 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: ....
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....ourt, 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, wherein, the total net worth of the transferee company is indicated, prior to amalgamation at Rs. 1,46,67,41,777/- and....