RELIANCE INDUSTRIES LIMITED Vs. RELIANCE NATURAL RESOURCES LIMITED

JUDGEMENT

(1.) Appeal No. 844 of 2007 is filed by Reliance Industries Limited (RIL) against Reliance Natural Resources Limited and Appeal No. 1 of 2008 is filed by Reliance Natural Resources Limited (RNRL) against Reliance Industries Limited, aggrieved by the judgment and order passed by the learned Company Judge on 15th October, 2007 in the matter of Company Application No. 1122 of 2006 filed by Reliance Natural Resources Limited against Reliance Industries Limited. As the two appeals filed by the parties to the application are filed impugning the judgment and order of the learned Company Judge, these two appeals are being disposed of by a common judgment.

(2.) The Company Application No. 1122 of 2006 came to be filed in Company Petition No. 731 of 2005 by Reliance Natural Resources Limited seeking appropriate orders and direction of the Company Judge for effective implementation of the scheme as a result of decision of the Company Judge in Company Petition No. 71 of 2005 dated 24th October, 2005 which was filed to obtain sanction of the Scheme of Arrangement (the Scheme) between RIL i.e. Reliance Industries Limited and four other companies viz., (i) Reliance Energy Ventures Limited, (ii) Global Fuel Management Services Limited, (iii) Reliance Capital Ventures Limited and (iv) Reliance Communication Ventures Limited. The said petition came to be disposed of by the learned Company Judge by its order dated 9th December, 2005 sanctioning the scheme and inter alia directing that the shareholders of RIL would hold shares in each of the resulting companies in the ratio of 1:1 in addition to the shares held in the parent company (RIL). While sanctioning the the Scheme the learned Company Judge took notice of the salient features of the Scheme which reads as follows:

(3.) It is the case of RNRL that they were required to file Company Application No. 1122 of 2006 and to seek intervention of the Court for issuing appropriate orders and necessary directions to ensure smooth implementation of the Scheme in so far as it relates to the demerger of Gas Based Energy Undertaking from the original company RIL to RNRL and in the Scheme approved by the Court the same has been demerged i.e., the "Gas Based Energy Resulting Company" or as the "2nd Transferee Company". The dispute between the two companies relates to proper implementation of the transfer of the Gas Based Energy Undertaking from the original company RIL to the Applicant, earlier known as Global Fuel Management Services Ltd.