IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.288 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Reliance Industries Limited, a company incorporated under the Companies Act, 1956, and having its registered office at 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021; And In the matter of the Scheme of Amalgamation of Reliance Petroleum Limited with Reliance Industries Limited. Reliance Industries Limited, a company incorporated under the Companies Act, 1956, and having its registered office at 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021. } } } } } …Applicant Company Called for Summons for Directions Coram: S. J. Vazifdar, J. Date: 6th March, 2009 Mr. Virag Tulzapurkar, Senior Counsel with Mr. Tapan Deshpande, Counsel i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions, and upon hearing Senior Counsel Mr. Virag Tulzapurkar with Mr. Tapan Deshpande instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit of Ms. Shashikala Rao, Executive of the Applicant Company, affirmed on 3rd day of March, 2009 and the Exhibits therein referred to (Exhibit “G” being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED: 2 1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Birla Matushri Sabhagar, 19 Marine Lines, Mumbai - 400020, on Saturday, the 4th day of April, 2009 at 11:00 o’clock (1100 hours) in the forenoon, for the purpose of considering and if thought fit approving with or without modifications, the Scheme of Amalgamation of Reliance Petroleum Limited, the Transferor Company with the Applicant/ Transferee Company. 2. That a meeting of the Secured Creditors (including Debenture holders) of the Applicant Company shall be convened and held at Birla Matushri Sabhagar, 19 Marine Lines, Mumbai - 400020, on Saturday, the 4th day of April, 2009 at 12:00 noon (1200 hours), or so soon thereafter after the conclusion of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Reliance Petroleum Limited, the Transferor Company with the Applicant/ Transferee Company. 3. That a meeting of the Unsecured Ccreditors of the Applicant Company shall be convened and held at Birla Matushri Sabhagar, 19 Marine Lines, Mumbai - 400020, on Saturday, the 4th day of April, 2009 at 12:30 o’clock (1230 hours) in the afternoon, or so soon thereafter after the conclusion of the meeting of the Secured Creditors (including Debenture holders) of the 3 Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Reliance Petroleum Limited, the Transferor Company with the Applicant/ Transferee Company. 4. That at least 21 clear days before the day appointed for the meetings to be held as aforesaid, an advertisement of notices convening the said meetings indicating the day, the date and the place and time as aforesaid be published, once each in The Free Press Journal (Mumbai edition) and the Marathi translation thereof in Maharashtra Times (Mumbai edition), stating that copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company and/or at its Advocates office at M/s. Amarchand & Mangaldas & Suresh A. Shroff & Co., Peninsula Chambers 5th Floor, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013. 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, copy of the Explanatory Statement, required to be sent under Section 393 of the Companies Act, 1956 and the prescribed 4 form of proxy shall be sent by pre- paid letter post Under Certificate of Posting (U.C.P.), addressed to each of the Equity Shareholders, Secured Creditors (including Debenture holders) and Unsecured Creditors of the Applicant Company whose outstanding are Rs. 10,00,001/- (Rupees Ten Lakhs and One only) and above of the Applicant Company at their respective registered or last known addresses. Individual notices of the said meeting to the unsecured creditors of the Applicant Company whose outstandings are Rs. 10,00,000/- (Rupees Ten Lakhs only) and less are hereby dispensed with in view of the averments made in paragraph 20 of the Affidavit in support of the Summons for Direction. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: (a) issue Notice convening meetings of the shareholders and creditors as per Form 36 of the Companies (Court) Rules 1959; (b) issue Form of Proxy as per Form No. 37 (Rule 73) of the Company (Court) Rules 1959; (c) advertise the Notice convening meetings as per Form No. 38 (Rule 74) of the Company (Court) Rules 1959; and 5 (d) issue Explanatory Statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 7. That Mr. Justice B. N. Srikrishna (Retd.), in his absence, Mr. M. L. Bhakta, Independent Director of the Applicant Company and in his absence, Mr. Y. P. Trivedi, Independent Director of the Applicant Company, shall be the Chairman of the meetings of the Equity Shareholders, Secured Creditors (including Debenture holders) and the Unsecured Creditors of the Applicant Company to be held on Saturday, the 4th day of April, 2009 or at any adjournment or adjournments thereof. 8. That the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. 9. That the quorum for the meeting of Equity Shareholders of the Applicant Company shall be 5 (five) Equity Shareholders of the Applicant Company present in person. 10. That the quorum for the meeting of Secured Creditors (including Debenture holders) of the Applicant Company shall be 3 (three) Secured Creditors (including Debenture holders and) of the Applicant Company present in person or by proxy or through authorised representative. 6 11. That the quorum for the meeting of unsecured creditors of the Applicant Company shall be 5 (five) unsecured creditors of the Applicant Company present in person or by proxy or through authorised representative. 12. That voting by proxy/ authorised representative is permitted provided that the proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting(s) or by his authorised representative, is filed with the Applicant Company at its registered office at 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, not later than 48 hours before the of the meeting(s), as provided under Rule 70 of the Company (Court) Rules , 1959. 13. That the number of the equity shares of the equity shareholders or value of secured creditor (including debenture holders) or unsecured creditor, as the case may be, shall be in accordance with the books or records or registers of the Applicant Company and where the entries in the books or records or registers are disputed, the Chairman of the meeting(s) shall determine the value or number as the case may be for the purposes of the meeting and his decision in that behalf would be final. 14. And it is further ordered that the Chairman do report to this Court, the result of the respective meetings within 14 days of the conclusion of the meeting(s) and the said Report(s) shall be verified by his affidavit. 7 COMPANY JUDGE 8