ORDER : 1. These company petitions are preferred under Sections 391 to 394 of the Companies Act, 1956 for seeking a sanction of the scheme of amalgamation concerning Lancor Guduvanchery Developments Limited (in short 1st transferor company), Lancor Sriperumbudur Developments Limited (in short 2nd transferor company) 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 preferred 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 proposed Scheme, which is appended as Annexure 10' to C.P. No. 142 of 2016. 4.2. It is averred that the 1st transferor company has one hundred and eleven (111) unsecured creditors, valued at Rs.49,58,02,548/-. A certificate of the Chartered Accountant confirming the same is appended as additional typed set of document to C.P. No. 142 of 2016. The details of the said unsecured creditors are as follows:- S. No. Category/Class Amounts Percentage 1. Borrowings from Group Companies (3) 21,21,69,274/- 42.79% 2. Trade Payables (77) 3,02,69,163/- 6.10% 3. Rental Deposits (1) 1,00,000/- 0.02% 4. Statutory payables (3) 5,90,156/- 0.12% 5. The details of the said unsecured creditors are as follows:- S. No. Category/Class Amounts Percentage 1. Borrowings from Group Companies (3) 21,21,69,274/- 42.79% 2. Trade Payables (77) 3,02,69,163/- 6.10% 3. Rental Deposits (1) 1,00,000/- 0.02% 4. Statutory payables (3) 5,90,156/- 0.12% 5. Advances from customers for purchase of flats (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 S. 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 undertaking to handover the vacant possession of the said eight (8) flats to the concerned buyers, upon receipt of the balance amount to be payable by the said buyers. 4.6. It is also averred that, as on 30.06.2016, the net worth of the 1st transferor company, is pegged at Rs.8,02,57,021; the current assets and non-current assets are valued at Rs.77,20,46,209/- and Rs.8,92,450/- respectively, while cash and bank balance available is shown as Rs.10,44,035/-. 4.7. It is averred that the amalgamation which is in offing, will be beneficial to the petitioners and, will result in better and more efficient operation of the concerned companies. 4.8. It is stated that the 1st transferor company has seven (7) shareholders. The affidavits of equity shareholders of the 1st transferor company giving their consent to the proposed scheme are appended as Annexure 12' to C.P. No. 142 of 2016. 4.9. 4.8. It is stated that the 1st transferor company has seven (7) shareholders. The affidavits of equity shareholders of the 1st transferor company giving their consent to the proposed scheme are appended as Annexure 12' to C.P. No. 142 of 2016. 4.9. This Court, by order dated 21.03.2016, passed in C.A. No. 291 of 2016, dispensed with the convening, holding and conducting of the meeting of the shareholders of the 1st transferor company to consider the proposed Scheme, inter-alia, for the reason that its equity shareholders had given their 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:- S. No. Category/Class Amounts Percentage 1. Borrowings from Group Companies (2) 25,14,74,027/- 96.84% 2. Trade Payables (62) 77,75,941/- 2.99% 3. Advances from Customers for purchase of flats (4) 4,00,128/- 0.15% 4. Statutory payables (3) 25,493/- 0.01% Total 25,96,75,589/- 100% 5.3. It is averred that the unsecured creditors, which are group companies, described under S. No. 1 of the above table, have given their consents. It is further averred that the said unsecured creditors are shareholders of the 2nd transferor company. It is also averred that apart from trade payables, the advance received from customers are for the prospective sale of flats. 5.4. It is also averred that, as on 30.06.2016, the net worth of the 2nd transferor company, is pegged at Rs.46,73,999/-; the current assets and non-current assets are valued at Rs.30,20,67,727/- and Rs.30,73,555/- respectively, while cash and bank balance available is shown as Rs.4,11,462/-. 5.5. It is averred that the amalgamation which is in offing, will be beneficial to the petitioners and, will result in better and more efficient operation of the concerned companies. 5.6. It is stated that the 2nd transferor company has seven (7) shareholders. 5.5. It is averred that the amalgamation which is in offing, will be beneficial to the petitioners and, will result in better and more efficient operation of the concerned companies. 5.6. It is stated that the 2nd transferor company has seven (7) shareholders. The affidavits of equity shareholders of the 2nd transferor company 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, 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 being sanctioned. 8. The Official Liquidator has also filed his report along with the report prepared by the Chartered Accountant. The Chartered Accountant, in his report, states that the affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its members or to public interest, and that, he has not come across any act of misfeasance by the Directors attracting the provisions of Sections 542 and 543 of the Companies Act, 1956. It is further stated that the records maintained in the office of the Registrar of Companies were also caused to be inspected by the said Chartered Accountant. In the absence of any material that the affairs of the transferor companies were being conducted in a manner prejudicial to the interest of its members or public interest, the Official Liquidator has filed his report before this Court for appropriate orders. 9. I have perused the proposed scheme filed along with the company petitions as also the affidavits placed on record. 9. I have perused the proposed scheme filed along with the company petitions as also the affidavits placed on record. I find that the Scheme as proposed is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said 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 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 or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 14. The learned Senior Central Government Standing Counsel will be entitled to a fee of Rs.5,000/- which shall be paid by the transferee company. 15. The above petitions are disposed of in the aforementioned terms.