CP (CAA) No. 43/KB/2021

Connected with

CA(CAA) No. 1482/KB/2020

And

Company Application No. 6/KB/2021

1

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH, KOLKATA

C.P.(CAA) No.43/KB/2021

Connected With

C.A.(CAA) No.1482/KB/2020

And

Company Application No.6/KB/2021

In the Matter of

The Companies Act, 2013 - Section 230(6) (read with Section 232(3)

And

In the Matter of:

Hipoline Commerce Private Limited, a company incorporated under the provisions of the

Companies Act,1956 and an existing Company within the meaning of the Companies Act,

2013 (CIN:U51909WB1995PTC076045) and having its Registered Office at 1, Crooked

Lane, Second Floor, Room Nos. 222 & 223, Kolkata-700 069, in the State of West Bengal;

And

In the Matter of:

Lexi Exports Private Limited, a company incorporated under the provisions of the

Companies Act, 1956 and an existing Company within the meaning of the Companies Act,

2013 (CIN:U51909WB1993PTC058926) and having its Registered Office at 207, Maharshi

Devendra Road, 1st Floor, Room No. 27, Kolkata-700 007 in the State of West Bengal;

And

In the Matter of:

Richie Credit & Finance Private Limited, a company incorporated under the provisions of

the Companies Act, 1956 and an existing Company within the meaning of the Companies Act,

2013 (CIN: U65921WB1985PTC117558) and having its Registered Office at 207, Maharshi

Devendra Road, 1st Floor, Room No. 27, Kolkata–700 007 in the State of West Bengal;

And

In the matter of:

1. Hipoline Commerce Private Limited

2. Lexi Exports Private Limited

3. Richie Credit & Finance Private Limited

. . . . . Petitioner(s)

CP (CAA) No. 43/KB/2021

Connected with

CA(CAA) No. 1482/KB/2020

And

Company Application No. 6/KB/2021

2

Date of Hearing: 02/09/2021

Date of pronouncing the order: 22/09/2021

Coram:

Shri Rajasekhar V.K

:

Member (Judicial)

Harish Chander Suri

:

Member (Technical)

Counsel on Record for the Petitioner(s):

1. Mr. Nirmalya Dasgupta, Advocate

2. Mrs. Debjani Chatterjee, Advocate

3. Mr. Akash Agarwal, Advocate

O R D E R

Per Rajasekhar V.K., Member (Judicial)

1. The instant petition has been filed under Section 230(6) read with Section 232(3) of the

Companies Act, 2013 for sanction of the Scheme of Amalgamation and Slump Sale which

provides for the Slump Sale of Power Plant Undertaking of Gallantt Ispat Limited

(Transferor Company No.1) to Gallantt Metal Limited (Transferee Company) and

amalgamation of Gallantt Ispat Limited (after the transfer of the Power Plant Undertaking),

AAR Commercial Company Limited (Transferor Company No.2), Hipoline Commerce

Private Limited (Transferor Company No.3/Petitioner CompanyNo.1), Lexi Exports

Private Limited (Transferor Company No.4/Petitioner Company No.2) and Richie

Credit & Finance Private Limited (Transferor Company No.5/Petitioner Company

No.2) with Gallantt Metal Limited (Transferee Company) from the Appointed Date, i.e.,

April 1, 2019 in the manner and on the terms and conditions stated in the said Scheme of

Amalgamation and Slump Sale (“Scheme”).

2. The Petition has now come up for final hearing. Ld Counsel for the Petitioners submits as

follows:-

(a)

The Scheme was approved unanimously by the respective Board of Directors of the

Petitioner Nos.1, 2 and 3 at their meetings held on January 18, 2020 and subsequently

on May 25, 2020.

CP (CAA) No. 43/KB/2021

Connected with

CA(CAA) No. 1482/KB/2020

And

Company Application No. 6/KB/2021

3

(b)

The circumstances which justify and/or have necessitated the Scheme and the benefits

of the same are, inter alia, as follows:-

“a)

The Transferee Company is a pioneer in the Steel and Power sector and is

able to attract the best talents available in the industry. The Transferee Company is

having its footprints spanning across Gujarat, Maharashtra and Rajasthan. In the

same way, The Transferor Company No. 1 is a pioneer in the Steel, Power and Agro

sector and has its presence in and is having its footprints spanning across Uttar

Pradesh, Bihar, Jharkhand and Delhi NCR.

b)

The Transferor Company No