NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

4. C.P.(CAA)/91(MB)2025 C.A.(CAA)/77(MB)2025

IN THE MATTER OF

Casby Logistics and Solutions Private Limited

U/s 230-232 of the Companies Act, 2013

Order Delivered on 12.12.2025

CORAM:

SH. NILESH SHARMA SH. CHARANJEET SINGH GULATI

MEMBER (J) MEMBER (T)

Appearance through VC/Physical/Hybrid Mode:

For the Petitioner Companies: CA Jay Mehta (VC)

For the Respondent:

________________________________________________________________

ORDER NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-COURT-V In the matter of the Companies Act, 2013 AND In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder as in force from time to time;

C.P.(CAA)/91(MB)2025 The above CP is listed for pronouncement of the order.

The same is pronounced in open court, vide a separate order.

Sd/- Sd/-

CHARANJEET SINGH GULATI NILESH SHARMA

Member (Technical) Member (Judicial)

//Rahul//

AND In the matter of Scheme of Amalgamation of Casby Logistics And Solutions Private Limited and Sea Freight Pvt Ltd with Casby Logistics Private Limited Casby Logistics And Solutions Private ) Limited, a company incorporated under the ) Companies Act, 1956 having its registered ) office at Varma House, 1st Floor, 17 A. K. ) Nayak Marg, Fort, Mumbai – 400001, )

Maharashtra, India ) …Transferor Company 1 /

CIN: U60200MH2013PTC240985 Petitioner Company 1 )

Sea Freight Pvt Ltd, a company incorporated ) under the Companies Act, 1956 having its ) registered office at 6, Khetan Bhavan, 5th ) Floor, 198, Jamshedji Tata Road, )

Churchgate, Mumbai - 400020, Maharashtra, ) …Transferor Company 2 /

India Petitioner Company 2 CIN: U61100MH1991PTC059902 )

)

Casby Logistics Private Limited, a company ) incorporated under the Companies Act, 1956 ) having its registered office at Varma House, )

1st Floor, 17 A. K. Nayak Marg, Fort, ) …Transferee Company /

Mumbai - 400001, Maharashtra, India Petitioner Company 3 CIN: U79326MH1998PTC117398 (Collectively referred to as “Petitioner Companies”)

Order pronounced on: 12.12.2025 Coram:

Sh. Nilesh Sharma, Hon’ble Member (Judicial)

Sh. Charanjeet Singh Gulati, Hon’ble Member (Technical)

Appearances:

For the Petitioner(s): Mr. Ashish Lalpuria, PCS a/w CA Jay Mehta i/b M/s H S J M & Associates, Practicing Chartered Accountants.

For the Regional Director (WR): Ms. Rujuta Bankar, Office of the Regional Director, Western Region

ORDER

1. The sanction of this Tribunal is sought under sections 230-232 and other applicable provisions of the Companies Act, 2013 for the Scheme of Amalgamation of Casby Logistics And Solutions Private Limited (Transferor Company 1) and Sea Freight Pvt. Ltd. (Transferor Company 2) with Casby Logistics Private Limited (Transferee Company).

2. Heard the Learned Authorized Representative for the Petitioner Companies and the Ld. Representative of the Regional Director (Western Region). No other objector has come before the Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition.

3. The Appointed Date of the Scheme of Amalgamation is 1^st day of April, 2024.

4. The Learned Authorized Representative for the Petitioner Companies submits that the Board of Directors of the Petitioner Companies, at their respective meetings held on 3^rd February, 2025 have approved the Scheme of Amalgamation and have approached the Tribunal for Sanction of the Scheme.

5. The Learned Authorized Representative for the Petitioner Companies submits that the Petition has been filed in consonance with the Order dated 28th April, 2025, passed by this Tribunal in the connected Company Application No.

C.A. (CAA) 77/MB/2025.

Business Profile of the Petitioner Companies & Rationale of the Scheme

6. The Transferor Company 1, the Transferor Company 2 and the Transferee Company are all engaged in the business of transport and logistics. The Learned Authorized Representative for the Petitioner Companies states that the Rationale for the Scheme is as under:

(a) Consolidation