NCLT vide its order dated February 11 had directed Reliance Industries Limited as the Transferor Company to hold a meeting of its equity shareholders to consider and, if thought fit, to approve, with or without modification, the proposed scheme of arrangement between the Transferor Company and its shareholders and creditors and Reliance O2C Limited as the transferee company and its shareholders and creditors.
The Scheme provides for transfer of the O2C Undertaking from the Transferor Company to the Transferee Company on a slump-sale basis for a lumpsum 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 terms of the notice dated February 25, a meeting of the Equity Shareholders of the Transferor Company was convened and held on Wednesday, March 31 through VC.
The Transferor Company had provided to its equity shareholders facility to exercise their right to vote on the resolution contained in the notice calling the meeting using an electronic voting system.
Justice (Retd.) Shri B.N. Srikrishna, Former Judge, Supreme Court of India, chaired the Meeting. 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 Equity Shareholders. He informed that the remote evoting commenced at 9 a.m. on Friday, March 26 and concluded at 5 p.m. (IST) on Tuesday, March 30.
Scheme of Arrangement between Reliance Industries Limited and its shareholders and creditors and Reliance O2C Limited was placed before the Equity Shareholders for consideration and approval.
The Chairperson informed the equity shareholders that Mehul Modi, a Practising Chartered Accountant, Partner, Deloitte Haskins and 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 Equity Shareholders 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.