NCLT Mumbai Approves Merger Of THPL Warehousing Services Into Booker India

The National Company Law Tribunal at Mumbai has approved the merger of THPL Support Services Ltd into Booker India Ltd, allowing the subsidiary company to be dissolved without winding up as part of a group level corporate restructuring exercise. A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar in an order dated January 5 observed, “From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy considering that no objection has so far been received from any Authority or Creditors or Members or any other stakeholders.” THPL Support Services Limited was incorporated on June 9, 1992 and is engaged in the business of providing warehousing and allied support services. Booker India Limited, incorporated on 8 February 2008, operates in the cash-and-carry wholesale segment, supplying goods to retailers, caterers, and institutional customers. It is 51 percent owned by Trent Limited, a listed Tata Group entity, while the remaining 49 percent stake is held by Tesco Overseas Investments Ltd, a subsidiary of UK-based Tesco Plc. The boards of directors of the two companies approved the amalgamation scheme in July 2025, and fixed 1 July 2025 as the appointed date. The companies informed the tribunal that THPL was a wholly owned subsidiary of Booker India. The companies submitted that the merger would strengthen the balance sheet of Booker India, enable better utilisation of capital, and simplify compliance and governance. It also placed audited financial statements on record, along with statutory auditor certificates confirming that the proposed accounting treatment complied with applicable accounting standards. The Regional Director and the Official Liquidator, in their reports stated that the affairs of the companies were conducted properly and that the scheme was not prejudicial to shareholders, creditors, or public interest. Accepting these submissions, the tribunal sanctioned the amalgamation, directing that all assets, liabilities, contracts, and employees of THPL shall vest in Booker India, with THPL standing dissolved without winding up. It also directed the income tax authorities to take necessary action in relation to tax payment in accordance with applicable laws. Case Title: THPL Support Services Ltd and Booker India Ltd Case Citation: 2026 LLBiz NCLT (MUM) 19 Case Number: CP (CAA) No. 234/MB/2025 in CA (CAA) No. 209/2025 For Petitioners: Advocates Roselinaley, Palak Click Here To Read/Download Order

NCLT Mumbai Approves Merger Of THPL Warehousing Services Into Booker India

Kirit Singhania

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