CP (CAA) NO 12 / ALD / 2022 Connected with CA (CAA) No. 04 /ALD of 2022 (Final Motion)

Under Section 230 to 232 And Other Applicable Provisions of the Companies Act, 2013 Read with Companies (Compromises, Arrangements &

Amalgamations) Rules, 2016.

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN:

NIHON IMPEX PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at FLAT NO 502, GOKUL COLONY DILEZAKPUR, GORAKHPUR- 273001 in State of Uttar Pradesh.

*****DEMERGED COMPANY/ PETITIONER NO. 1 And GALLANTT INDUSTRY PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at 8TH FLOOR GALLANTT LAND MARK BANK ROAD GORAKHPUR - 273001 in State of Uttar Pradesh.

***** RESULTING COMPANY NO 1 / PETITIONER NO. 2 And Page 1 of 38 GALLANTT UDHYOG PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at 8TH FLOOR GALLANTT LAND MARK BANK ROAD GORAKHPUR- 273001 in State of Uttar Pradesh.

***** RESULTING COMPANY NO 2 / PETITIONER NO. 3 And SHREE SURABHI WHEAT PRODUCTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at GALLANTT LANDMARK, PURDILPUR, BANK ROAD, GORAKHPUR- 273001 in State of Uttar Pradesh.

***** RESULTING COMPANY NO 3 / PETITIONER NO. 4 And SHREE SURABHI FLOUR MILLS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at GALLANTT LANDMARK, PURDILPUR, BANK ROAD, GORAKHPUR – 273001 in State of Uttar Pradesh.

***** RESULTING COMPANY NO 4 / PETITIONER NO. 5 And Page 2 of 38 GALLANTT LIFESPACE DEVLOPERS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at VILLA NO-4, SHALIMAR GRAND 10 JOPLING ROAD LUCKNOW- 226001 in State of Uttar Pradesh within the aforesaid jurisdiction *****RESULTING COMPANY NO.5/ PETITIONER NO. 6 Order delivered on 05.04.2023 CORAM: Hon’ble Mr. Praveen Gupta, Member (Judicial)

Hon’ble Mr. Ashish Verma, Member (Technical)

For the Petitioner Companies : Ms. Aisha Amin, Advocate Mr. N. Gurumurthy, FCA For the O.L. Alld./ RD (NR) : Sh. Ajit Singh Singh, OL For the I.T. Deptt. : Sh. Gaurav Mahajan, Sr. Standing Counsel For the ROC, Kanpur : Sh. Krishna Dev Vyas, Adv.

ORDER

Per: Praveen Gupta Member (Judicial)

1. It is submitted by the Ld. Counsel for the Petitioners that the instant Company Petition has been filed in the second stage of the proceedings under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction and confirmation of the Scheme of Arrangement :

Page 3 of 38 (a) By transfer and vesting of CEMENT DIVISION of NIHON IMPEX PRIVATE LIMITED being the Petitioner No. 1 above named (" Demerged Company " or “Petitioner No.1”) into GALLANTT INDUSTRY PRIVATE LIMITED being the Petitioner No. 2 above named (" Resulting Company No 1 " or “Petitioner No.2”)

(b) By transfer and vesting of AGRO PROCESSING DIVISION of NIHON IMPEX PRIVATE LIMITED being the Petitioner No. 1 above named (" Demerged Company " or “Petitioner No.1”) into GALLANTT UDHYOG PRIVATE LIMITED being the Petitioner No. 3 above named (" Resulting Company No 2 " or “Petitioner No.3” )

(c) By transfer and vesting of AGRO TRADING DIVISION of NIHON IMPEX PRIVATE LIMITED being the Petitioner No. 1 above named (" Demerged Company " or “Petitioner No.1”) into SHREE SURABHI WHEAT PRODUCTS PRIVATE LIMITED being the Petitioner No. 4 above named (" Resulting Company No 3 " or “Petitioner No.4” )

(d) By transfer and vesting of AGRO PROCESSING DIVISION of NIHON IMPEX PRIVATE LIMITED being the Petitioner No. 1 above named (" Demerged Company " or “Petitioner No.1”) into SHREE SURABHI FLOUR MILLS PRIVATE LIMITED being the Petitioner No. 5 above named (" Resulting Company No 4 " or “Petitioner No.5” )

(e) By transfer and vesting of REAL ESTATE &

INFRASTRUCTURE DIVIS