2026 Supreme(Online)(NCLT) 728

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH - COURT III, C.P. (CAA) /245/MB-III/2024 IN C.A. (CAA) /154/ MB-III/2024 Along With Company Application/147/MB-III/2025 Company Application/6/MB-III/2026 CP(CAA)/245/2024 IN CA(CAA)/154/2024 In the matter of The Companies Act, 2013 AND In the matter of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 AND In the matter of Composite Scheme of Arrangement amongst J M Baxi Ports & Logistics Private Limited, J M Baxi Container Holdings Private Limited and J M Baxi Ports Services Private Limited and their respective shareholders J M BAXI PORTS & LOGISTICS ) PRIVATE LIMITED, a company ) incorporated under the Indian ) Companies Act, 1913 and existing ) under the Companies Act, 2013, having ) its registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai – 400022, Maharashtra ) … Petitioner No. 1/ CIN: U63090MH1947PTC251291 ) Demerged Company
1 101 Page of J M BAXI CONTAINER HOLDINGS ) PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 2013 having its registered office at ) Godrej Coliseum, Office No.801, C- ) Wing, Behind Everard Nagar, Off ) Somaiya Hospital Road, Sion East, )
Mumbai – 400022, Maharashtra ) … Petitioner No. 2 / CIN: U52242MH2023PTC405195 ) Resulting Company 1 J M BAXI PORTS SERVICES ) PRIVATE LIMITED (formerly, J M ) BAXI CARGO HOLDINGS PRIVATE ) LIMITED), a company incorporated ) under the Companies Act, 2013 having ) its registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai - 400022, Maharashtra ) … Petitioner No. 3 / CIN: U70200MH2023PTC405765 ) Resulting Company 2 (Hereinafter collectively referred to as ‘Petitioner Companies’)
AND Company Application/147/2025 & Company Application/6/2026 VIR KRISHNA KOTAK, having address ) at A – 14/16, Third Floor, Vasant Vihar, )
New Delhi – 110057 ) … Applicant/Objector Vs.
J M BAXI PORTS & LOGISTICS ) PRIVATE LIMITED, having its ) registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard )
)
Nagar, Off Somaiya Hospital Road, Sion ) … Petitioner No. 1/ East, Mumbai – 400022, Maharashtra ) Demerged Company CIN: U63090MH1947PTC251291 J M BAXI CONTAINER HOLDINGS ) PRIVATE LIMITED, having its ) registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai – 400022, Maharashtra ) … Petitioner No. 2 / CIN: U52242MH2023PTC405195 ) Resulting Company 1 J M BAXI PORTS SERVICES ) PRIVATE LIMITED (formerly, J M ) BAXI CARGO HOLDINGS PRIVATE ) LIMITED), having its registered office ) at Godrej Coliseum, Office No.801, C- ) Wing, Behind Everard Nagar, Off ) Somaiya Hospital Road, Sion East, )
Mumbai - 400022, Maharashtra ) … Petitioner No. 3 / CIN: U70200MH2023PTC405765 ) Resulting Company 2 Order Pronounced on: 03.02.2026 Coram:
Ms. Lakshmi Gurung, Member (Judicial)
Sh. Hariharan Neelakanta Iyer, Member (Technical)
Appearances:
For the Petitioner Companies : Sr. Counsel Janak Dwarkadas a/w Adv.
Shyam Kapadia, Mr. Nitesh Jain and Ms. Samrudhi Chothani i/b Trilegal For the Regional Director : Adv. Gaurav Jaiswal, Company Prosecutor For the Objector : Mr. Kapil Arora, Mr. Ajay, Mr. Aditi Tambi, Mr. Dashan Ashar, Mr. Rahul Sanghavi i/b Sanjay Udesh & Co. Advocates i/b Mr. Vir Kotak INDEX I. INTRODUCTION

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH - COURT III, C.P. (CAA) /245/MB-III/2024 IN C.A. (CAA) /154/ MB-III/2024 Along With Company Application/147/MB-III/2025 Company Application/6/MB-III/2026 CP(CAA)/245/2024 IN CA(CAA)/154/2024 In the matter of The Companies Act, 2013 AND In the matter of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 AND In the matter of Composite Scheme of Arrangement amongst J M Baxi Ports & Logistics Private Limited, J M Baxi Container Holdings Private Limited and J M Baxi Ports Services Private Limited and their respective shareholders J M BAXI PORTS & LOGISTICS ) PRIVATE LIMITED, a company ) incorporated under the Indian ) Companies Act, 1913 and existing ) under the Companies Act, 2013, having ) its registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai – 400022, Maharashtra ) … Petitioner No. 1/ CIN: U63090MH1947PTC251291 ) Demerged Company
1 101 Page of J M BAXI CONTAINER HOLDINGS ) PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 2013 having its registered office at ) Godrej Coliseum, Office No.801, C- ) Wing, Behind Everard Nagar, Off ) Somaiya Hospital Road, Sion East, )
Mumbai – 400022, Maharashtra ) … Petitioner No. 2 / CIN: U52242MH2023PTC405195 ) Resulting Company 1 J M BAXI PORTS SERVICES ) PRIVATE LIMITED (formerly, J M ) BAXI CARGO HOLDINGS PRIVATE ) LIMITED), a company incorporated ) under the Companies Act, 2013 having ) its registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai - 400022, Maharashtra ) … Petitioner No. 3 / CIN: U70200MH2023PTC405765 ) Resulting Company 2 (Hereinafter collectively referred to as ‘Petitioner Companies’)
AND Company Application/147/2025 & Company Application/6/2026 VIR KRISHNA KOTAK, having address ) at A – 14/16, Third Floor, Vasant Vihar, )
New Delhi – 110057 ) … Applicant/Objector Vs.
J M BAXI PORTS & LOGISTICS ) PRIVATE LIMITED, having its ) registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard )
)
Nagar, Off Somaiya Hospital Road, Sion ) … Petitioner No. 1/ East, Mumbai – 400022, Maharashtra ) Demerged Company CIN: U63090MH1947PTC251291 J M BAXI CONTAINER HOLDINGS ) PRIVATE LIMITED, having its ) registered office at Godrej Coliseum, ) Office No.801, C-Wing, Behind Everard ) Nagar, Off Somaiya Hospital Road, Sion )
East, Mumbai – 400022, Maharashtra ) … Petitioner No. 2 / CIN: U52242MH2023PTC405195 ) Resulting Company 1 J M BAXI PORTS SERVICES ) PRIVATE LIMITED (formerly, J M ) BAXI CARGO HOLDINGS PRIVATE ) LIMITED), having its registered office ) at Godrej Coliseum, Office No.801, C- ) Wing, Behind Everard Nagar, Off ) Somaiya Hospital Road, Sion East, )
Mumbai - 400022, Maharashtra ) … Petitioner No. 3 / CIN: U70200MH2023PTC405765 ) Resulting Company 2 Order Pronounced on: 03.02.2026 Coram:
Ms. Lakshmi Gurung, Member (Judicial)
Sh. Hariharan Neelakanta Iyer, Member (Technical)
Appearances:
For the Petitioner Companies : Sr. Counsel Janak Dwarkadas a/w Adv.
Shyam Kapadia, Mr. Nitesh Jain and Ms. Samrudhi Chothani i/b Trilegal For the Regional Director : Adv. Gaurav Jaiswal, Company Prosecutor For the Objector : Mr. Kapil Arora, Mr. Ajay, Mr. Aditi Tambi, Mr. Dashan Ashar, Mr. Rahul Sanghavi i/b Sanjay Udesh & Co. Advocates i/b Mr. Vir Kotak INDEX I. INTRODUCTION