Authority: National Company Law Tribunal, Division Bench - I, Chennai

Order Date: 09 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Chennai heard Company Application CA(CAA)/37(CHE)/2026 filed by Original Innovative Logistics (India) Private Limited (First Transferor Company) and IV India Logistics Private Limited (Second Transferor Company) seeking approval for their amalgamation with Breeze Enterprises Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013.

The Scheme of Amalgamation and Composite Arrangement involves the transfer of entire assets and liabilities of both transferor companies to Breeze Enterprises as a going concern from the appointed date of 01 April 2025. The rationale for the amalgamation includes consolidation of companies, minimization of compliance and administrative formalities, facilitation of administrative and operational ease, and increased shareholder wealth.

Original Innovative Logistics (India) Pvt Ltd (CIN: U65192TN2003PTC051428) is a wholly-owned subsidiary of IV India Logistics Pvt Ltd, while Breeze Enterprises Pvt Ltd (CIN: U51100TN2011PTC081502) is a wholly-owned subsidiary of Original Innovative Logistics. All three companies share the same registered office address in Chennai.

As of 31 March 2025, Original Innovative Logistics had an authorized capital of ₹1,06,50,180 (comprising 10,20,000 equity shares of ₹10 each and 45,018 equity shares of ₹10 each), net worth of ₹51,55,64,000, turnover of ₹39,87,00,000, current assets of ₹40,77,70,000, and non-current assets of ₹51,18,16,80,000.

Breeze Enterprises had an authorized capital of ₹7,90,00,000 (79,00,000 equity shares of ₹10 each), issued capital of ₹2,15,000 (21,500 equity shares of ₹10 each), net worth of ₹1,09,40,592, current assets of ₹20,58,447, and non-current assets of ₹89,14,661. The company reported nil turnover.

The share exchange ratio stipulated in the scheme provides that:

  • For Original Innovative Logistics shareholders: 1 equity share of ₹10 each in Breeze Enterprises for every 2 equity shares of ₹10 each held
  • For IV India Logistics shareholders: 1 equity share of ₹10 each in Breeze Enterprises for every 17 equity shares of ₹10 each held

Both transferor companies had no secured or unsecured creditors, and all shareholders provided consent affidavits, enabling the tribunal to dispense with meetings.

Final Outcome

The NCLT allowed the application and dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors for both companies. The tribunal directed the companies to file the second motion application within 14 days from the date of receipt of this order to proceed with the amalgamation process.

Topics: Corporate Amalgamation, NCLT Approval, Logistics Sector