Reliance Industries : Update on the proceedings of the meeting of Secured Creditors of the Company and Scrutinizer’s Report on e-voting (remote e-voting and e-voting at the Meeting)

April 01, 2021
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza Plot No. C/1,
Dalal Street,	G Block Bandra-Kurla Complex
Mumbai 400 001	Bandra (East) Mumbai 400 051
Scrip Code: 500325 / 890147	Trading Symbol: RELIANCE / RELIANCEPP
Dear Sirs,

Sub: Update on the proceedings of the meeting of Secured Creditors of the Company and Scrutinizer's Report on e-voting (remote e-voting and e-voting at the Meeting)

We enclose herewith the following in connection with the meeting of Secured Creditors of the Company convened pursuant to the Order of Hon'ble National Company Law Tribunal, Mumbai Bench and held on Wednesday, March 31, 2021.

1. Update on the proceedings of the Meeting
2. Scrutinizer's Report on e-voting (remote e-voting and e-voting at the Meeting)

Kindly take the above intimation in your record.

Thanking you,

Yours faithfully,

For Reliance Industries Limited

Savithri Parekh

Joint Company Secretary and Compliance Officer

Encl: As above

Copy to:
The Luxembourg Stock Exchange	Singapore Stock Exchange
Societe de la Bourse de Luxembourg	2 Shenton Way,
35A boulevard Joseph II	#19-00 SGX Centre 1,
B P 165, L-2011 Luxembourg	Singapore 068804

Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India

Phone #: [phone], Telefax: [phone]. E-mail:[e-mail], Website: www.ril.com CIN- L17110MH1973PLC019786

Update on the proceedings of the meeting of the Secured Creditors of the Company convened pursuant to the Order of Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT Mumbai") and held on Wednesday, March 31, 2021 ("Meeting")

1. Date, time and venue of the Meeting

The Meeting of the Secured Creditors of the Company convened pursuant to the Order of NCLT Mumbai was held on Wednesday, March 31, 2021 at 10:30 a.m. (IST) through video conferencing ("VC").

1. Proceedings in brief

Justice (Retd.) Shri B.N. Srikrishna, Former Judge, Supreme Court of India, chaired the Meeting ("Chairperson").

The requisite quorum being present, the Chairperson called the Meeting to order.

The Chairperson thereafter stated that the Meeting was held through VC in compliance with the directions of the Order of NCLT Mumbai dated February 11, 2021, the applicable provisions of the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Chairperson thereafter addressed the Secured Creditors. He informed that the remote e-voting commenced at 9:00 a.m. (IST) on Friday, March 26, 2021 and concluded at 5:00 p.m. (IST) on Tuesday, March 30, 2021.

Scheme of Arrangement between Reliance Industries Limited ("Transferor Company" or "Company") & its shareholders and creditors and Reliance O2C Limited ("Transferee Company")

• its shareholders and creditors ("Scheme") was placed before the Secured Creditors for consideration and approval.

The Chairperson informed the Secured Creditors that Shri Mehul Modi, a Practising Chartered Accountant, Partner, Deloitte Haskins & Sells LLP, Chartered Accountants, was appointed as the Scrutinizer to scrutinize the voting through electronic means (i.e. remote e-voting and voting at the Meeting by using electronic system) ("e-voting").

The Chairperson informed the Secured Creditors that the results of e-voting shall be disseminated to the stock exchanges and also uploaded on the website of the Company and KFin Technologies Private Limited ("KFinTech"), the authorized agency providing e-voting facility.

1. Voting by Secured Creditors

The Company had provided remote e-voting facility to its Secured Creditors to cast votes electronically on the business set out in the Notice of the Meeting from 9:00 a.m. (IST) on Friday, March 26, 2021 to 5:00 p.m. (IST) on Tuesday, March 30, 2021.

Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India

Phone #: [phone], Telefax: [phone]. E-mail:[e-mail], Website: www.ril.com CIN- L17110MH1973PLC019786

Further, the facility to vote on the resolution through electronic voting system at the Meeting was made available to the Secured Creditors who participated in the Meeting and had not cast their votes through remote e-voting.

1. Results of e-voting (remote e-voting and e-voting at the Meeting)

Votes in favour - 100%.

Notes:

1. This document does not constitute the minutes of the proceedings of the Meeting of the Company.

For Reliance Industries Limited

Savithri Parekh

Joint Company Secretary and Compliance Officer

Place: Mumbai

Date: April 01, 2021

Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India

Phone #: [phone], Telefax: [phone]. E-mail:[e-mail], Website: www.ril.com CIN- L17110MH1973PLC019786

Chartered Accountants

One International Center

Tower 3, 27th-32nd Floor

Senapati Bapat Marg

Elphinstone Road (West)

Mumbai-400 013

Maharashtra, India

Tel: [phone]

Fax: [phone]

Scrutinizer's Report

[Pursuant to directions of the National Company Law Tribunal, Mumbai Bench vide its Order dated 11 February

2021]

To

Justice (Retd.) Shri B.N. Srikrishna,

Hon'ble Chairperson appointed by National Company Law Tribunal (NCLT) for the meeting of Secured Creditors of Reliance Industries Limited

Dear Sir,

Re: Meeting of the Secured Creditors of Reliance Industries Limited convened pursuant to NCLT Order and held on Wednesday, 31 March 2021 at 10:30 am (IST) through Video Conferencing (VC)

1. NCLT vide its Order dated 11 February 2021 ("NCLT Order") has inter-alia directed Reliance Industries Limited ("Transferor Company") to hold a meeting of its Secured Creditors to consider and, if thought fit, to approve, with or without modification(s), the proposed Scheme of Arrangement between the Transferor Company and its shareholders and creditors and Reliance O2C Limited ("Transferee Company") and its shareholders and creditors ("Scheme"). The Scheme provides for transfer of the O2C Undertaking (as defined in the Scheme) from the Transferor Company to the Transferee Company on a slump-sale basis for a lump sum consideration; and reduction of capital of the Transferor Company consequent to adjustment of capital reserve and securities premium against the debit to the statement of profit and loss arising on transfer of the O2C Undertaking, in accordance with the terms of the Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Act").
2. In terms of the notice dated 25 February 2021 ("Notice"), a meeting of the Secured Creditors of the Transferor Company was convened and held on Wednesday, 31 March 2021 at 10:30 a.m. IST through VC ("the Meeting").
3. The Transferor Company had provided, to its Secured Creditors, facility to exercise their right to vote on the resolution contained in the Notice calling the Meeting using an electronic voting system (i) remotely, before the Meeting on the dates referred to in the Notice ("remote e-voting"); and (ii) at the Meeting ("e-votingat the Meeting").
4. I, Mehul Modi, Chartered Accountant in practice and Partner, Deloitte Haskins & Sells LLP, Chartered Accountants, have been appointed as Scrutinizer for the purpose of scrutinizing the process of remote e-voting and e-voting at the Meeting on the proposed resolution contained in the Notice calling the Meeting.
5. As Scrutinizer, I have to scrutinize the process of:
6. 1. remote e-voting; and
   2. e-votingat the Meeting.

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Scrutinizer's Report for secured creditors

Regd. Office: One International Centre, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

Management's Responsibility

1. The management of the Transferor Company is responsible to ensure compliance with the requirements of (i) the Act and the Rules made thereunder and (i) the NCLT Order in this regard. The management of the Transferor Company is also responsible for ensuring a secured framework and robustness of the electronic voting systems.
   Scrutinizer's Responsibility
2. My responsibility as Scrutinizer for e-voting process (i.e. remote e-voting and e-voting at the meeting) is restricted to making a Scrutinizer's Report of the votes cast "in favour" or "against" the resolution contained in the Notice, based on the reports generated from the e-voting system provided by KFin Technologies Private Limited ("KFin"), the Registrar and Transfer Agent of the Transferor Company and the Agency authorized in accordance with the applicable Rules under the Act and engaged by the Transferor Company to provide the facility of remote e-voting and e-voting at the Meeting and attendant papers / documents furnished to me electronically by the Transferor Company and / or KFin for my verification.
3. The secured creditors of the Transferor Company as on the "cut-off" date, as specified in the Notice, i.e., Sunday, 28 February 2021 were entitled to vote on the resolution as set out in the Notice calling the Meeting and their voting rights were in proportion to the outstanding amount due by the Transferor Company to them as on the cut-off date.
4. Remote E-voting Process:

1. The remote e-voting, in accordance with the Rules framed under the Act, remained open from Friday, 26 March 2021 (9:00 a.m. IST) to Tuesday, 30 March 2021 (5:00 p.m. IST).
2. Thereafter, the votes cast during remote e-voting period were unblocked on Wednesday, 31 March 2021 after the conclusion of the Meeting and was witnessed by two witnesses, Mr. Sanjeev Shah and Mr. Abdullah Fakih, who are not in the employment of the Transferor Company and / or KFin. They have signed below in confirmation of the same.

_______________	_________________
Sanjeev Shah	Abdullah Fakih

9.3 Thereafter, the details containing, inter alia, the list of secured creditors who voted "in favour" or "against" the resolution were generated from the e-voting website of KFin i.e. https://evoting.kfintech.com. Based on the report generated by KFin and relied upon by me, the data relating to remote e-voting was scrutinized on test check basis.

10. E-voting at the meeting:

10.1 After the time fixed for closure of the e-voting at the Meeting by the Chairperson, the electronic system recording the e-voting(e-votes) was locked by KFin under my instructions.

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Scrutinizer's Report for secured creditors