February 26, 2021 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Plot No. C/1, G Block, Bandra – Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai 400 051 Scrip Code: 500325 / 890147 Trading Symbol: RELIANCE / RELIANCEPP Dear Sirs, Sub: Meetings of equity shareholders, secured creditors and unsecured creditors of the Company Ref: In the matter of the Scheme of Arrangement between Reliance Industries Limited & its Shareholders and Creditors and Reliance O2C Limited & its Shareholders and Creditors 1. This is to inform that by an Order dated February 11, 2021 (“Tribunal Order”), the Mumbai Bench of the Hon’ble National Company Law Tribunal (“Tribunal”) has directed meeting to be held of the equity shareholders, secured creditors and unsecured creditors of the Company. 2. In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), further notice is hereby given that meetings of the equity shareholders, secured creditors and unsecured creditors of the Company will be held through video conferencing (“VC”) / other audio visual means (“OAVM”) as under: Meeting of Date of meetings Time of meetings Equity shareholders Wednesday, March 2.00 p.m. IST 31, 2021 Secured creditors Wednesday, March 10.30 a.m. IST 31, 2021 Unsecured creditors Wednesday, March 12.00 noon IST 31, 2021 Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India Phone #: +91-22-3555 5000, Telefax: +91-22-2204 2268. E-mail: [email protected], Website: www.ril.com CIN- L17110MH1973PLC019786 3. The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM have been set out in the Notice of the respective meetings. 4. An equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Wednesday, March 24, 2021 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of a equity shareholder / beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Wednesday, March 24, 2021. 5. A secured creditor and/ or unsecured creditor, as the case maybe, whose name appears in the list of secured creditors or unsecured creditors of the Company, as the case maybe, as on the cut-off date, i.e., Sunday, February 28, 2021 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the meetings of secured creditors and/ or unsecured creditors, as the case maybe. Voting rights of a secured creditor / unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e. Sunday, February 28, 2021. 6. Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid three meetings are attached. You are requested to disseminate the above intimation on your website. Thanking you, Yours faithfully, For Reliance Industries Limited Savithri Parekh Joint Company Secretary and Compliance Officer Copy to: The Luxembourg Stock Exchange Singapore Stock Exchange Societe de la Bourse de Luxembourg 2 Shenton Way, #19- 00 SGX Centre 1, 35A boulevard Joseph II Singapore 068804 B P 165, L-2011 Luxembourg Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India Phone #: +91-22-3555 5000, Telefax: +91-22-2204 2268. E-mail: [email protected], Website: www.ril.com CIN- L17110MH1973PLC019786 RELIANCE INDUSTRIES LIMITED CIN: L17110MH1973PLC019786 Registered Oce: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, Maharashtra Phone: +91-22-3555 5000; Fax: +91-22-2204 2268 Email: [email protected] | Website: www.ril.com NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF RELIANCE INDUSTRIES LIMITED PURSUANT TO ORDER DATED FEBRUARY 11, 2021 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH MEETING Day Wednesday Date March 31, 2021 Time 2.00 p.m. (IST) Mode of meeting Through video conferencing / other audio-visual means Cut-o date for e-voting Wednesday, March 24, 2021 Remote e-voting start date and time Friday, March 26, 2021 at 9.00 a.m. (IST) Remote e-voting end date and time Tuesday, March 30, 2021 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-10 of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) 3. Annexure I B-1 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 ”) 4. Annexure II B-14 Consolidated and standalone unaudited nancial results (limited reviewed) for the quarter and half year ended September 30, 2020 of the Company 5. Annexure III B-45 Consolidated and standalone unaudited nancial results (limited reviewed) for the quarter and nine months ended December 31, 2020 of the Company 6. Annexure IV B-68 Standalone unaudited nancial results (limited reviewed) for the quarter and nine months ended December 31, 2020 of the Transferee Company 7. Annexure V B-72 Report of the Board of Directors of the Company, pursuant to Section 232(2)(c) of the Act 8. Annexure VI B-75 Report of the Board of Directors of the Transferee Company, pursuant to Section 232(2)(c) of the Act 9. Annexure VII B-77 Observation letter provided by BSE Limited (“BSE”) on the Scheme A-1 Sr. No. Contents Page Nos. 10. Annexure VIII B-79 Observation letter provided by National Stock Exchange of India Limited (“NSE”) on the Scheme 11. Annexure IX B-81 Complaints report submitted by the Company to BSE 12. Annexure X B-83 Complaints report submitted by the Company to NSE 13. Annexure XI B-85 Statement of Computation of Tax Net Worth of O2C Undertaking of the Company as on September 30, 2020 along with the report dated December 16, 2020 issued by M/s. DTS & Associates LLP, Chartered Accountants 14. Annexure XII B-89 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors 15. Annexure XIII B-91 Information in the format prescribed for abridged prospectus pertaining to the unlisted entity i.e. Transferee Company involved in the Scheme as specied 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 XIII (page nos. B-1 to B-104) constitute a single and complete set of documents and should be read together as they form an integral part of this document. A-2 IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH CA (CAA) No. 12/MB/2021 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 O2C LIMITED & ITS SHAREHOLDERS AND CREDITORS Reliance Industries Limited , a company incorporated under ) the Companies Act, 1956 having Corporate Identity Number: ) L17110MH1973PLC019786 and its registered oce 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 that, in accordance with the Order dated February 11, 2021 in the above mentioned Company Scheme Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) (“ Tribunal Order ”), a meeting of the equity shareholders (holding fully paid-up and partly paid-up equity shares) of the Company, will be held for the purpose of their considering, and if thought t, approving, with or without modication(s), the proposed 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 ”) on Wednesday, March 31, 2021 at 2.00 p.m. (IST) , being the date and time as decided by the Company in consultation with the Chairperson in terms of the Tribunal Order. 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
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