AAR Commercial Company Ltd

AAR Commercial Company Ltd, a public limited company was incorporated under the provisions of the Companies Act, 2013 in June 28, 1982. The Company is engaged in trading in cotton or fabrics and general merchandise business. However, company also invests its funds in capital and debt market and creates an additional source of income in form of dividends and returns receivables on investment made and held by it in other Companies and the capital appreciation of investments. At their meeting held on January 18, 2020, the Board of Directors of Company approved the Scheme of Amalgamation and Slump Sale providing for Amalgamation of Gallantt Ispat Limited, (Transferor Company No. 1 or GIL), AAR Commercial Company Limited (Transferor Company No. 2 or AAR), Hipoline Commerce Private Limited (Transferor Company No. 3 or Hipoline), Lexi Exports Private Limited (Transferor Company No. 4 or Lexi) and Richie Credit and Finance Private Limited (Transferor Company No. 5 or Richie) (together referred to as the Transferor Companies) with Gallantt Metal Limited (Transferee Company or GML) and for the Slump Sale of 18 MW Power Plant Undertakings of Gallantt Ispat Limited to the Transferee Company and their respective shareholders and Creditors (Scheme) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013. In accordance with the Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the 'LODR') Company had filed the draft Scheme of Amalgamation and Slump Sale with the BSE Limited (formerly Bombay Stock Exchange Limited) and the National Stock Exchange of India Limited (hereinafter together referred to as the Stock Exchanges) for obtaining an observation letter' or a no-objection letter', before filing such scheme. Further, Transferor Company No. 1, Transferor Company No. 2 and the Transferee Company had also filed this application with the Stock Exchanges under Regulation 37 of LODR. GIL, AAR, Hipoline, Lexi and Ricjie all are Transferor Companies and GML is a Transferee Company. Upon the Scheme becoming effective in lieu of the amalgamation no consideration will be due to the Transferor Companies and in consideration of the amalgamation of the Transferor Companies with the Transferee Company pursuant to the Scheme including the consequential extinguishment of the shareholding in Transferor Companies, the Transferee Company shall without further application, issue and allot as given below equity shares in the Transferee Company to the equity shareholders of the Transferor Companies whose names appear in the Register of Members of the Transferor Companies on the Record Date: 13 equity shares of the nominal value of Rs 10/- fully paid up in the Transferee Company for every 14 equity sharesof Re 1/- each fully paid up held by such member in GIL. 5 equity shares of the nominal value of Rs 10/- fully paid up in the Transferee Company for every 1 equity share of Rs 10/- each fully paid up held by such member in AAR. 9 equity shares of the nominal value of Rs 10/- fully paid up in the Transferee Company for every 2 equity shares of Rs 10/- each fully paid up held by such member in Hipoline. 84 equity shares of the nominal value of Rs 10/- fully paid up in the Transferee Company for every 1 equity share of Rs 10/- each fully paid up held by such member in Lexi. 101 equity shares of the nominal value of Rs 10/- fully paid up in the Transferee Company for every 2 equity shares of Rs 10/- each fully paid up held by such member in Richie. Transferor Companies GIL and AAR and Transferee Company GML are under the Jurisdiction of Registrar of Companies, Delhi and Haryana and Transferor Companies, HIPOLINE, LEXI and RICHIE are under the jurisdiction of the Registrar of Companies, West Bengal. Pursuant to the Scheme 18 MW Power Plant Undertakings of GIL will be sold and transferred to Transferee Company through Slump Sale at a consideration of Rs 35 Crores payable in cash.