Reliance Industries : NCLT Convened Meeting(s) Announcement - Reliance - Gasification Scheme

RELIANCE INDUSTRIES LIMITED

CIN: L17110MH1973PLC019786

Registered Office:3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, Maharashtra, India

Phone: [phone]; Fax: [phone]

Email: [e-mail]| Website: www.ril.com

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF

RELIANCE INDUSTRIES LIMITED PURSUANT TO ORDER DATED JANUARY 28, 2022 OF

THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

				MEETING
Day				Wednesday
Date				March 9, 2022
Time				2:00 p.m. (IST)
Mode of meeting		Through video conferencing/other audio-visual means
Cut-off	date for e-voting		Wednesday, March 2, 2022
Remote e-voting start date and time		Friday, March 4, 2022 at 1:00 p.m. (IST)
Remote e-voting end date and time		Tuesday, March 8, 2022 at 5:00 p.m. (IST)
Sr. No.			Contents	Page Nos.
1.		Notice of meeting of equity shareholders of Reliance Industries Limited ("Notice")	A-3
2.		Statement under Sections 230 and 232 read with Section 102 and other applicable provisions	A-14
		of the Companies Act, 2013 ("Act") and Rule 6 of the Companies (Compromises, Arrangements
		and Amalgamations) Rules, 2016 ("CAA Rules") ("Statement")
3.		Annexure I			B-1
		Scheme of Arrangement between Reliance Industries Limited ("Transferor Company" or
		"Company") & its shareholders and creditors and Reliance Syngas Limited ("Transferee
		Company") & its shareholders and creditors ("Scheme")
4.		Annexure II			B-14
		Consolidated and standalone unaudited financial results (limited reviewed) for the quarter
		and half year ended September 30, 2021 of the Company
5.		Annexure III			B-42
		Consolidated and standalone unaudited financial results (limited reviewed) for the quarter
		and nine months ended December 31, 2021 of the Company
6.		Annexure IV			B-67
		Audited interim financial	statement for the period from November 1, 2021 to December 31,
		2021 of the Transferee Company
7.		Annexure V			B-77
		Report of the Board of Directors of the Company, pursuant to Section 232(2)(c) of the Act
8.		Annexure VI			B-79
		Report of the Board of Directors of the Transferee Company, pursuant to Section 232(2)(c) of
		the Act
9.		Annexure VII			B-81
		Observation letter dated January 17, 2022 issued by BSE Limited ("BSE") on the Scheme

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Sr. No.	Contents		Page Nos.
10.	Annexure VIII		B-83
	Observation letter dated January 17, 2022 issued by National Stock Exchange of India Limited
	("NSE") on the Scheme
11.	Annexure IX		B-86
	Complaints report submitted by the Company to BSE
12.	Annexure X		B-88
	Complaints report submitted by the Company to NSE
13.	Annexure XI		B-90
	Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other
	enforcement action taken against the Company, its promoters and directors
14.	Annexure XII		B-93
	Information in the format prescribed for abridged prospectus pertaining to the unlisted
	entity i.e. Transferee Company involved in the Scheme as specified in	Part E of Schedule VI
	of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
	Regulations, 2018 ("ICDR Regulations")

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos. A-1 to A-24) and Annexure I to Annexure XII (page nos. B-1 to B-104) should be read together.

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IN THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 15/MB/2022

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN RELIANCE INDUSTRIES LIMITED &

ITS SHAREHOLDERS AND CREDITORS AND RELIANCE SYNGAS LIMITED &

ITS SHAREHOLDERS AND CREDITORS

Reliance Industries Limited, a company incorporated under )
the Companies Act, 1956 having Corporate Identity Number: )
L17110MH1973PLC019786 and its registered office at 3rd Floor, )
Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, )
Maharashtra, India	).....................	Company / Transferor Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

All the Equity Shareholders of

Reliance Industries Limited

1. NOTICE is hereby given pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal") vide its order dated January 28, 2022 ("Tribunal Order"), that a meeting of the equity shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Reliance Industries Limited ("Transferor Company" or "Company") & its shareholders and creditors and Reliance Syngas Limited ("Transferee Company") & its shareholders and creditors ("Scheme") on Wednesday, March 9, 2022 at 2:00 p.m. (IST).
2. Pursuant to the said Tribunal Order and as directed therein, the meeting of the equity shareholders of the Company ("Meeting") will be held through video conferencing ("VC") / other audio visual means ("OAVM"), in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act as amended:
   "RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon'ble jurisdictional National Company Law Tribunal ("NCLT") and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the Parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Reliance Industries Limited & its shareholders and creditors and Reliance Syngas Limited & its shareholders and creditors ("Scheme"), be and is hereby approved;

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