RELIANCE INDUSTRIES LTD., IN RE Vs. ABC

JUDGEMENT

(1.) The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 to a scheme of amalgamation. Under the proposed scheme, Indian Petrochemicals Corporation Limited (the transferor) is to stand amalgamated with Reliance Industries Limited, the petitioner before this Court. The Court has been informed that a petition has been filed by the transferor before the Gujarat High Court since the transferor has its registered office in the State of Gujarat. That petition is stated to be pending. The scheme was approved by the Board of Directors on 10-3-2007. The rationale for the scheme has been duly explained in paragraph B of the prefatory part of the scheme. The appointed date is 1-4-2006. The scheme envisages the issuance of new equity shares by the transferee to the shareholders of the transferor in the ratio of one equity share each of the face value of Rs. 10 of the transferee for every five equity shares of the value of Rs. 10 credited as fully paid up held by equity shareholders of the transferor. The Bombay Stock Exchange and the National Stock Exchange had respectively expressed their no objection to the scheme by a communication dated 13/14-3-2007.

(2.) In company Applications filed before this Court meetings were directed by an order dated 16-3-2007 to be convened of the equity shareholders and of the secured and unsecured creditors. These meetings were accordingly held on 21-4-2007 and details thereof have been furnished on behalf of the petitioner which arc as follows:

(3.) After the petition was admitted on 27-4-2007, the hearing of the petition was duly advertised in the news papers and a notice of the hearing has been served on the Regional Director and the Registrar of Companies. Counsel appearing for the Regional Director has stated that the Scheme as proposed is not contrary to the interest of the public or of the shareholders, creditors and of the employees. There is no objection to the Scheme. In the circumstances, there is no reason why the relief as sought should not be granted, particularly since there has been due compliance of all the statutory requirements. The petition is accordingly made absolute in terms of prayer Clauses (a) to (g), subject to the Scheme also receiving sanction of the Gujarat High Court in the petition which has been filed by the transferor company. Prayer Clauses (a) to (g) read as follows: