The Tribunal sanctioned the Scheme of Amalgamation as it was fair and reasonable with no stakeholder objections, provided the companies fulfill all statutory undertakings and the Income Tax Department retains the right to examine tax liabilities.

Coram:

Shri Prabhat Kumar Member (Technical)

Shri Sushil Mahadeorao Kochey Member (Judicial)

Appearances:

For the Petitioner: CS Kamal Lahoty

ORDER

Per: Coram

1) Heard the Ld. Counsel for the Petitioner Company. Except otherwise stated, neither objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme.

2) The present scheme is a Scheme of Amalgamation of Original Innovative Logistics (India) Private Limited (“First Transferor Company” or “Non-Petitioner Company 1”) and IV India Logistics Private Limited (“Second Transferor Company” or “Petitioner Company”) with Breeze Enterprises Private Limited (“Transferee Company” or “Non-Petitioner Company 2”) and their respective Shareholders and Creditors, under Section 230(1) of the Companies Act, 2013 (“Act”) read with Rules 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3) The First Transferor Company was incorporated under the Companies Act, 1956 on 25.08.2003 and has its registered office at Plot No. 31, Door No. 2/354, 2nd Main Road, AGS Colony, Kottivakkam, Chennai, Kancheepuram, Tamil Nadu – 600041. The Company carries on the business of dealing in commodities, goods, merchandise and materials, and acts as an agent, distributor, trader, warehouseman and service provider. It also undertakes activities relating to the purchase, sale, marketing, distribution and storage of goods and materials, including their transportation, warehousing, loading, unloading and handling. The authorised share capital of the First Transferor Company is Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs Only), divided into 10,20,000 equity shares of Rs. 10/- each.

4) The Second Transferor Company, incorporated under the Companies Act, 2013 on 09.12.2013, has its registered office at D-Factory, 1st Floor, Swami Narayan Building, 60 Feet Road, Above IDBI Bank, Vasai West, Palghar, Vasai Road E. Thane, Vasai- 401202, Maharashtra. The Company carries on the business of acting as agents, distributors, merchants, importers, exporters, traders, contractors, warehousemen, clearing and forwarding agents, couriers and cargo handlers. It also undertakes the business of haulage contracting, transportation of goods by land, rail, water and air, and container handling within India and abroad. The Authorized Capital of the Second Transferor Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 Equity shares of Rs. 10/- each.

5) The Transferee Company, incorporated under the Companies Act, 1956 on 14.07.2011, has its registered office at Plot No.31, Door No. 2/354, 2nd Main Road, AGS Colony, Kottivakkam, Chennai, Kancheepuram - 600041. The Company carries on the business of manufacturing, buying, selling, importing, exporting and otherwise dealing in leather products, household articles, home appliances, furniture, furnishing fabrics and other interior decoration items. It also undertakes the manufacture and sale of paper, paper articles, cardboard, printed materials, newspapers, periodicals, books, bookbinding materials, photographs and stationery. In addition, the Company is engaged in the bulk trading, including import and export, of commodities such as coal, petroleum coke (pet coke), iron ore, iron ore lumps and iron ore fines. The Company also carries