ANUP KUMAR SHETH Vs. RELIANCE INDUSTRIES LTD

JUDGEMENT

(1.) Company Petition No. 296 of 2009 connected with Company Application No. 288 of 2009 has been decided by the learned judge by an order dated June 29, 2009 (Reliance Industries Ltd., In re [2009] 151 Comp Cas 124 (Bom)). Aggrieved by the order, these appeals have been filed. With the consent of learned Counsel for the parties, these appeals have been heard at the admission stage, and are being disposed of.

(2.) The company petition was filed seeking sanction of amalgamation of Reliance Petroleum Ltd. (transferor company) with Reliance Industries Ltd. (transferee company).

(3.) The facts which are relevant for the purposes of these appeals, are that the Reliance Industries Ltd., moved the petition before the court to obtain sanction of the scheme of amalgamation of Reliance Petroleum Ltd., with Reliance Industries Ltd. The board of directors of the petitioner-company, on March 2, 2009, had approved the scheme. The scheme had received approval from the Bombay Stock Exchange and National Stock Exchange on March 2, 2009. On the basis of such approval, the company filed Company Application No. 288 of 2009, seeking direction to convene meetings of its equity shareholders, secured creditors (including debenture holders) and unsecured creditors to seek their approval to the scheme. That application had been filed on March 3, 2009, and the court, on March 6, 2009, directed the petitioner-company to convene requisite meetings on April 4, 2009. Separate meetings of the equity shareholders, secured creditors and unsecured creditors of the petitioner-company were convened and held on April 4, 2009. In the meeting of the equity shareholders, 5,813 equity shareholders holding 106,76,27,438 equity shares attended personally or by proxy or by authorised representatives. Out of these, 5,642 equity shareholders holding in aggregate 106,75,59,806 equity shares constituting 98.861 per cent. in number and representing 99.9998 per cent. in holding equity shares voted in favour of the scheme. On the other hand, 65 equity shareholders holding in aggregate 2,143 equity shares constituting 1.139 per cent. in number and representing 0.0002 per cent. in holding of the equity shares, present in person or by proxy, voted against the scheme. As a result, the scheme was approved by overwhelming majority of the equity shareholders present and voting. The meeting of the secured creditors was attended by 39 secured creditors. Out of them, 38 secured creditors having aggregate outstanding value of Rs. 5,878 crores and constituting 100 per cent. in number representing 100 per cent. in value voted in favour of the scheme. No secured creditors present in person or by proxy voted against the scheme. One vote of a secured creditor having aggregate outstanding value of Rs. 12 crores was declared invalid, and the scheme was approved unanimously by the secured creditors. In the meeting of unsecured creditors, 994 unsecured creditors attended the said meeting. Out of them, 801 unsecured creditors having aggregate outstanding value of Rs. 566.76 crores and constituting 100 per cent. in number representing 100 per cent. in value voted in favour of the scheme. No unsecured creditors voted against the scheme, whereas votes of 193 unsecured creditors having outstanding value of Rs. 13.37 crores were declared invalid, and the scheme was approved unanimously by the unsecured creditors.