THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, COURT – I

C.A. (CAA) NO. 7 OF 2025

In the matter of

The Companies Act, 2013;

AND

In the matter of

Sections Section 232 r/w Section 230 and other applicable provisions of the

Companies Act, 2013

read with Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016;

AND

In the matter of

Scheme of Amalgamation

Hindustan Infralog Private Limited

CIN: U63000MH2017PTC293857 …Applicant Company 1/

Transferor Company

Hindustan Ports Private Limited

CIN: U63010MH2008PTC177942 …Applicant Company 2/

Transferee Company

(Collectively referred to as ‘Petitioner Companies’)

Order delivered on: 14.02.2025

Coram:

Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

(Appearances)

For the Applicant Companies : Anirudh Das, Meghna Rajadhyaksha, Aditya Thyagarajan a/w Anushka Bhardwaj i/b Shardul Amarchand Mangaldas & Co. for Applicant Companies ORDER

1. The present Company Application is a Scheme of Amalgamation amongst Hindustan Infralog Private Limited (Transferor Company”) and Hindustan Ports Private Limited (Transferee Company”) and their respective Shareholders and Creditors (“Scheme”) under the provisions of Sections 232 r/w Section 230 of the Companies Act, 2013 (“2013 Act”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“2016 Rules”) and the rules framed thereunder.

2. The Applicant/ Transferor Company is a private limited company. The Applicant/ Transferor Company holds strategic investments in companies engaged in providing logistics services, operating private freight terminals, container freight stations, cold chain solutions, freight management services, warehousing and free trade warehousing zones. The Applicant/ Transferor Company is also engaged in the business of providing logistics services including freight forwarding and warehousing solutions. The equity shares of the Applicant/ Transferor Company are not listed on any stock exchange.

3. The Applicant/ Transferee Company is a private limited company. The Applicant/ Transferee Company is engaged, inter alia, in the business of investing, acquiring, operating and managing holdings/ securities/ assets for (i) development of ports and (ii) management of ports. The equity shares of the Applicant/Transferee Company are not listed on any stock exchange.

4. The proposed amalgamation will result in, inter alia, a. consolidation of the shareholding of common shareholders;

b. consolidation for long-term sustainability of business, c. creation of a platform entity for infrastructural investment in India, d. aid in the fulfilment of national development goals, and e. creation of value for stakeholders.

5. The Board of Directors (“Board”) of the Applicant/Transferor Company and Applicant/ Transferee Company have approved the Scheme, in their respective Board Meetings conducted on 25^th October, 2024. The Appointed Date fixed under the Scheme is 1^st April, 2024, or such other date as may be mutually agreed between the Applicant Companies.

6. The proposed Amalgamation would accomplish the following benefits –

(a) consolidation of common shareholding interests in India under a single entity so as to efficiently achieve optimum value maximisation;

(b) consolidation for the long-term sustainability of the business;

(c) creation of a platform entity for infrastructural investments in India;

(d) aid in the fulfilment of national development goals and the flow of commerce across the region;

(e) creation of new employment opportunities through fresh investments in infrastructural assets;

(f) creation of value for stakeholders including their respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, innovations in technology and expanded reach with increased growth opportunities, higher cross selling opportunities to a larger base of customers, improvement in productivity and operational efficiencies, amongst others;

(g) better administration a