IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH

COURT-IV

COMPANY APPLICATION NO. (CAA) 47 (ND)/2024

IN THE MATTER OF:

Section 230-232 of the Companies Act, 2013 read along with Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE MATTER OF:

SPOTON LOGISTICS PRIVATE LIMITED

…APPLICANT COMPANY NO. 1/TRANSFEROR COMPANY NO. 1

AND

SPOTON SUPPLY CHAIN SOLUTIONS PRIVATE LIMITED

…APPLICANT COMPANY NO. 2/ TRANSFEROR COMPANY NO. 2

AND

DELHIVERY LIMITED

…APPLICANT COMPANY NO. 3/TRANSFEREE COMPANY

Order Delivered on: 29.08.2024

CORAM:

SHRI MANNI SANKARIAH SHANMUGA SUNDARAM,

HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN,

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Adv. Anubhav Goel, Adv. Preeti Goel,

Adv. Priyanka Dhyani, Adv. Rashmi Mishra

ORDER

PER: DR. SANJEEV RANJAN, MEMBER (TECHNICAL)

1. This is a first motion application jointly filed by the applicant companies

herein namely M/s Spoton Logistics Private Limited (hereinafter referred as “Transferor Company No. 1”/”Applicant Company No. 1”) and M/s Spoton Supply Chain Solutions Private Limited (hereinafter

referred as “Transferor Company No. 2”/”Applicant Company No. 2”) with and into Delhivery Limited (hereinafter referred as “Applicant Company No. 3”/“Transferee Company”)under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) is placed on record.

2. Affidavit in support of the above application sworn by Mr. Varun Chaudhari on behalf of Applicant Company No. 1 and 2 and Mr. Gurvinder Singh on behalf of Applicant Companies, Authorized Signatory, and duly authorized by the said company vide their respective board resolution dated 02.11.2023, 31.01.2024 and 02.02.2024, is filed. It is also represented that the registered office of all the applicant companies is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this Tribunal.

3. It is submitted that the Transferor Company No. 1/Applicant Company No. 1 i.e., M/s Spoton Logistics Private Limited is a private limited company was incorporated on 17.11.2011, under the provisions of the Companies Act, 1956 bearing CIN: U63090DL2011PTC409002, having its registered office at N24-N34, S24-S34, Air Cargo Logistics Centre-II, Opposite Gate 6 Cargo Terminal, IGI Airport, New Delhi 110037. The Authorized Share Capital of the Transferor Company No. 1/Applicant Company No. 1 is Rs. 188,00,00,000/- divided into 18,80,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company is Rs. 20,64,10,940/- divided into 2,06,41,094 equity shares of Rs. 10/- each. The Transferor Company No. 1 is engaged in providing integrated logistics solutions in India.

4. It is submitted that the Transferor Company No. 2/Applicant Company No. 2 i.e., M/s Spoton Supply Chain Solutions Private Limited is a private limited company was incorporated on 01.05.2008 under the provisions of the Companies Act, 1956 bearing CIN: U74200DL2008PTC404706, having its registered office at N24-N34, S24- S34, Air Cargo Logistics Centre — II, Opposite Gate 6, Cargo Terminal, IGI Airport, New Delhi – 110037. The Authorized Share Capital of the Transferor Company No. 2/Applicant Company No. 2 is Rs. 5,00,000/- divided into 5,000 equity shares of Rs. 100/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 2 is Rs. 5,00,000/- divided into 5,000 equity shares of Rs. 100/- each. The Transferor Company No. 2 is engaged in providing logistics services.

5. It is submitted that the Transferee Company/Applicant Company No. 3 i.e., M/s Delhivery Limited is a limited company was incorporated on 22.06.2011, under the provisions of the Companies Act, 1956 bearing CIN: L74200DL2008PTC404706, having its registered office at N24- N34, S24-S34, Air Cargo Log