RELIANCE INDUSTRIES LTD Vs. STATE

JUDGEMENT

(1.) This Petition is moved by Reliance-Industries Ltd. to obtain sanction to the scheme of Amalgamation of Reliance Petroleum Ltd. (Transferor company) with Reliance Industries Limited (Transferee Company). The Transferor Company is 75 per cent subsidiary of the Transferee Company.

(2.) The Petitioner Company was incorporated as Mynylon Limited sometime on 8-5-1973 in the State of Karnataka under the provisions of Companies Act, 1956. That name was subsequently changed to Reliance Textile Industries Limited on 11-3-1977. Later on, the place of registered office of the Petitioner company was changed from State of Karnataka to State of Maharashtra on 2-7-1977. Thereafter, the name of the Petitioner Company was changed to Reliance Industries Limited on 27-6-1985. The shares of the Petitioner Company are listed on the Bombay Stock Exchange and the National Stock Exchange of India.

(3.) The Petitioner Company has been established to carry on business set out in the Memorandum of Association, which is appended to the Petition. The Board of Directors of both the Transferor as well as Transferee Company in their respective Board Meetings approved the proposed scheme, keeping in mind the exchange ratio suggested by M/s. Ernst & Young Private Limited and M/s. Morgan Stanley India Company Private Limited. The said swap ratio was approved by other two consultants appointed to give their fairness report namely Merrill Lynch and City Group Global Market India Ltd.