1. Heard the Ld. Authorised for the Applicant Companies.

2. The Professional for the Applicant Companies submits that the present scheme is a Scheme of Amalgamation of Ingram Micro India SSC Private Limited (‘Transferor Company’ or ‘First Applicant Company’) with Brightpoint India Private Limited (‘Transferee Company’ or ‘Second Applicant Company’) and their Respective Shareholders (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed thereunder (“Scheme”).

3. That the First Applicant Company provides Information Technology support to its related entities. The Second Applicant Company is primarily engaged in business of distribution of Information Technology hardware, software, mobility, networking and security products.

4. The rationale for the Scheme is as follow:

a. Ingram Micro is a USA headquartered distributor of information technology products and services with global presence (‘Ingram Micro Group’). The Transferor and Transferee Company form part of Ingram Micro Group. With the intent of consolidating group structure in India, Ingram Micro Group now propose, by way of this Scheme to amalgamate the Transferor Company into and with the Transferee Company in accordance with the terms hereof.

b. Further, the Transferor Company and the Transferee Company are companies under same management. The rationale for the proposed Scheme is as under:

i. reduction in number of companies and regulatory compliances thereof;

ii. ease of management;

iii. reduction of overheads including administrative, managerial, and other expenditure, optimal utilization of resources, reduction in multiplicity of legal and regulatory compliances; and

iv. synergy of assets and manpower

c. The Scheme is commercially and economically viable, feasible, fair and reasonable and is in the interest of the Transferor Company, the Transferee Company and their respective stakeholders.

5. Consideration for the Scheme, as recommended by the Valuation Report dated 1710.2023 issued by CA Prashant Ghorela, Registered Valuer:

“480 (Four Hundred and Eighty) fully paid-up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 10 (Ten) equity shares of Rs. 10/- each held by the shareholders of the Transferor Company.”

6. The authorized, issued and paid-up share capital of the First Applicant Company as on 31st March, 2023 is as under:

7. The authorized, issued and paid-up share capital of the Second Applicant Company as on 31st March, 2023 is as under:

8. The Petitioner Company further submits that the book net-worth of the First and Second Applicant Company (as on 31st March 2023) is as hereinbelow:

9. That the Board of Directors of the First Applicant Company and the Second Applicant Company vide their resolution dated 18th October 2023 approved the Scheme of Amalgamation of Applicant Companies and their Respective Shareholders. The Appointed Date is fixed on 1st April 2023 or such other date as may be agreed by the respective Boards of the Transferor Company and the Transferee Company and approved by, or as directed or imposed by the Tribunal.

10. That there are 2 (Two) Equity Shareholders holding 50,000 Equity Shares of Rs. 10/- each having total value of Rs. 5,00,000 in the First Applicant Company and there are 2 (Two) Equity Shareholders holding 6,37,160 Equity Shares of Rs. 10/- each having total value of Rs. 63,71,600/- in the Second Applicant Company and that the First and Second Applicant Company having procured the consent affidavits from both the Equity Shareholders. In view of the fact that all the Equity Shareholders of the respective Applicant Companies have given their consent affidavits to the Scheme, the meetings of the Equity Shareholders of the First and Second Applicant Company is hereby dispensed with

11. That there is 1 (One) Preference Shareholder holding 32,42,903 Preference Shares of Rs. 10/- each having total value of Rs. 3,24,29,030 in the Second Applicant Company and that the Second Applicant Company having procured the consent affidavit from the Preference Shareholder.

12. In view of the fact that the First Applicant Company does not have a Preference Shareholder and the Sole Preference shareholder in Second Applicant Company has given its consent affidavit to the Scheme, the meetings of the Preference Shareholders of the Applicant Companies are hereby dispensed with.

13. There are no Secured Creditors in the First Applicant Company and Second Applicant Company as on 31st August 2023. Therefore, the question of holding the meeting or sending notices to the Secured Creditors of the Applicant Companies does not arise. The certificate of the Chartered Accountant certifying No Secured Creditors of the First Applicant Company and the Second Applicant Company as on 31st August 2023.

14. There are 2 (Two) Unsecured Creditors for the First Applicant Company amounting to INR 1,92,49,546/- (Indian Rupees One Crore Ninety Two Lakh Forty Nine Thousand Five Hundred and Forty Six Only) as on 31st August 2023 and that the First Applicant Company has procured consent affidavits from 99.7% in value of the Unsecured Creditors. In view of the fact that 99.7% in value of the Unsecured Creditors of the First Applicant Company has given Consent to the Proposed Scheme and upon an undertaking to serve notice the remaining Unsecured Creditors by Registered Post-AD / Speed Post and through email informing them about the Scheme. The Meeting of the Unsecured Creditors of the First Applicant Company is hereby dispensed with.

15. There are 2 (Two) Unsecured Creditors for the Second Applicant Company amounting to INR 22,01,919/- (Indian Rupees Twenty-Two Lakhs One Thousand Nine Hundred and Nineteen Only) as on 31st August 2023 and that the Second Applicant Company has procured consent affidavits from 100% in value of the Unsecured Creditors. In view of this, the Meeting of the Unsecured Creditors of the Second Applicant Company is hereby dispensed with.

16. The Applicant Companies are directed to serve notices along with a copy of the Scheme under the provisions of Section 230 (5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, upon the –

a. Central Government through the office of Regional Director (Western region), Mumbai.

b. Jurisdictional Registrar of Companies, Maharashtra, Mumbai.

c. Jurisdictional Income Tax Authority within whose jurisdiction the Applicant Company’s assessment are made; and to the Nodal Officer at CCIT, Mumbai, 3rd floor, Aaykar Bhavan, Karve Road, Mumbai 400020; and the Nodal Authority in the Income Tax Department having jurisdiction over such authority i.e., Pr. CCIT, Mumbai, Address: - 3rd Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400 020, Phone No. 022-22017654 [E-mail: Mumbai.pccit@incometax.gov.in];

d. Jurisdictional GST Authority(s) (proper officer), within whose jurisdiction such companies are assessed to tax under GST law;

e. Reserve Bank of India;

f. Ministry of Corporate Affairs; and

g. Any other Sectoral/ Regulatory Authorities relevant to the Applicant Companies or their business.

The Transferor Company is also directed to serve the Copy of Scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

17. The Notice shall be served by Registered Post-AD/Speed Post and through email along with copy of scheme to submit response from the concerned Authorities/ Unsecured Creditors within 30 days of the date of receipt of the notice. It is clarified that notice service through courier shall be taken on record only in cases where it is supported with Proof of Delivery having acknowledgement of the notice.

18. The Applicant Companies will submit –

i. Details of Corporate Guarantee, Performance Guarantee and Other Contingent Liabilities, if any.

ii. List of pending IBC cases, if any, along with all other litigation pending against the Applicant Companies having material impact on the proposed Scheme.

iii. The Applicant Companies shall submit details of all Letters of Credit sanctioned and utilized as well as Margin Money details; if any.

19. That the Applicant Companies will file an Affidavit of Service of the directions given by the Tribunal in the Registry for service of notice to the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.

20. Ordered accordingly.