(1.) THIS petition under Sections 391 to 394 of the Companies Act,1956 has been preferred by Reliance Jamnagar Infrastructure Ltd. the Transferor Company, for sanction of the Scheme of Amalgamation of the Company with Reliance Industries Ltd. (the Transferee Company) whereby the entire businesses and the undertaking of the Transferor Company are to be transfered to, and vested in, the Transferee Company, in terms of the said Scheme of Amalgamation.
(2.) THE details of Incorporation of the petitioner Transferor Company and its latest Audited Annual Accounts as on 31-3-2011, as well as the authorized Share Capital and the issued, subscribed and paid-up Share Capital of the Petitioner Company have been enumerated in the petition. The objects of the Petitioner Company, as set out in its Memorandum of Association, have also been mentioned. It is stated that the Petitioner Company is carrying on the business of promoters, developers, builders, suppliers, creators, operators, owners, contractors, organizers of all and any kind of infrastructure facilities and services including, but not limited to Special Economic Zones,etc. The Petitioner Company is stated to be presently developing and operating a Special Economic Zone in Jamnagar ("Jamnagar SEZ") and related infrastructure facilities.
(3.) THE circumstances, reasons and grounds that have necessitated the Scheme of Amalgamation have been set out in paragraph 7 of the petition. It is stated that some major benefits would accrue from the proposed Scheme of Amalgamation, which are as under: