TMI Blog2022 (1) TMI 69X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. This is a second motion petition filed by PI Industries Limited ('Petitioner Company'/'Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Act') and in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ('Rules') for sanction of the Scheme of Amalgamation ('Scheme') between ISAGRO (Asia) Agrochemicals Private Limited ('Transferor Company') and the Petitioner/Transferee Company. The registered office of the Transferor Company is in the State of Maharashtra; thus, the jurisdiction of Transferor Company lies with the National Company Law Tribunal, Mumbai Bench. The Transferee Company is situated within the jurisdiction of this Bench. 2. The Petitioner Company filed First Motion Application bearing CA (CAA) No. 110/230-232/JPR/2020 before this Tribunal seeking the following directions: (i) To convene meeting of equity shareholders of Transferee Company through e-voting; (ii) To dispense with the meeting of secured creditors of Transferee Company; (iii) To dispense with the meeting of unsecured creditors of Transferee Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor(s) as well as to Objectors, if any, (vi) Objections, if any, to the Scheme, contemplated by the Authorities to whom notice has been given, may be filed on or before the date of hearing fixed herein, failing which it may be considered by this Tribunal that there is no objection on the part of the Authorities to the approval of the Scheme, by this Tribunal, subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and Regulations/Rules framed thereunder. (vii) The Petitioner Company shall comply with proviso to Sub-Section (7) of Section 230 as may be applicable under the circumstances on or before the date fixed for hearing by filing a certificate of the Companies' Auditor. (viii) The next date of hearing is fixed on 29.04.2021 for consideration of the approval of the Scheme of Arrangement as contemplated between the Companies and their shareholders. Due to intervening second wave of COVID-19 pandemic, the matter could not be heard on 29.04.2021. However, the matter was heard on 17.11.2021 and order was reserved. 4. The affidavit of compliance by the authorized signatory of the Petitioner Company was filed vide Diary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the observations made in sub-paragraph (e) of paragraph 2, the Petitioner Company has stated that it has duly complied with Section 47 of FEMA, 1999 along with Regulation 4 of Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019. Further, the Petitioner Company undertakes to comply with the requirements/stipulations of FEMA/RBI from time to time. It is further stated that Petitioner Transferee Company had issued notices dated 06.01.2021 and 23.03.2021 to RBI. However, no objection to the scheme was received from the RBI. 7. The Petitioner Company has also not received any objection/representation from Income Tax Department and SEBI. 8. The Petitioner Company vide CA No. 77/JPR/2021 placed on record the copy of order dated 16.07.2021 whereby NCLT, Mumbai Bench has approved the Scheme of Amalgamation in regards to Transferor Company. Further, the Petitioner Company has filed an affidavit vide Diary No. 266/2021 dated 27.01.2021 stating that neither the Transferor Company nor the Transferee Company satisfies the threshold limit of assets/turnover as specified under Section 5 of Competition Act, 2002; therefore it is not require ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... use 4 in the Scheme, with respect to the assets of the Transferor Company, including all rights, titles and interests in the agreements, immovable property held in the name of the Transferor Company shall, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date by operation of law, as the case may be, in favour of Transferee Company; ii) All the debts, liabilities, duties and obligations of every kind of the Transferor Company shall, without any further act or deed, be transferred to, and vested in and/or deemed to have been transferred to, and vested in the Transferee Company; iii) All proceedings now pending by or against the Transferor Company shall be continued by or against the Transferee Company; iv) All the employees of the Transferor Company in service on the Effective Date shall become the employees of the Transferee Company on the same terms and conditions on which they are engaged by the Transferor Company without treating it as a break, discontinuance or interruption in service on the said date; v) The Transferor Compan ..... 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