Allowed

Reliance Gas Corporation Limited v. -

Bombay HC25 Apr 2014CSD/270/2014

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirement to convene meetings of shareholders and creditors, as well as a separate petition by the transferee company, for a proposed scheme of amalgamation due to unanimous consents and lack of share reorganization. The court directed proof of subsidiary status.

What did the court decide?

Summonses for direction and a separate petition by the transferee company were dispensed with; applicants directed to file affidavits confirming subsidiary status.

Reliance Gas Corporation Limited Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 270 OF 2014

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In the matter of the Companies Act, 1956 and the Companies Act, 2013, as applicable;

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-And-

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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-And-

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In the matter of the Scheme of Amalgamation of

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(1) Reliance Gas Corporation Limited (“RGCL”)

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(2) Mark Project Services Private Limited (“MPSPL”)

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(3) Reliance Security Solutions Limited (“RSSL”)

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(4) Reliance Industries Investment and Holdings Limited (“RIIHL-2”)

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(5) GenNext Innovation Ventures Limited (“GIVL”)

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(6) Reliance Corporate Services Limited (“RCSL”) (Collectively, the “Transferor Companies”) with

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(7) Reliance Industrial Investments And Holdings Limited (“RIIHL”) (the “ Transferee Company”)

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Page 1 of 6

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Reliance Gas Corporation Limited,	)
a company incorporated under the Companies Act,	)
1956 and having its registered office at	)
3^rdFloor, Maker Chambers IV, 222,	)
Nariman Point, Mumbai 400 021,	)…Applicant Company

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CALLED FOR DIRECTION

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Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company.

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Coram: G.S. Patel, J. Date : 25^th April 2014

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MINUTES OF THE ORDER

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Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4^th March, 2014 of Mr. Ratnesh Rukhariyar, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

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[1] That the convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if though fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Reliance Gas Corporation Limited (“RGCL”), Mark Project Services Private Limited (“MPSPL”), Reliance Security Solutions Limited (“RSSL”), Reliance Industries Investment and Holding Limited (“RIIHL-2”),

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Page 2 of 6

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GenNext Innovation Ventures Limited (“GIVL”) and Reliance Corporate Services Limited (“RCSL”) with Reliance Industrial Investments And Holdings Limited (“RIIHL”), is dispensed with, in view of consents given by all the seven Equity Shareholders which are annexed as Exhibit”I-1” to Exhibit “I-7” to the Affidavit in Support of the Summons for Direction.

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[2] That the question of convening and holding the meeting of Preference Shareholders does not arise, since the Applicant Company has no Preference Shareholders, as stated in Paragraph 16 of the Affidavit in Support of the Summons for Direction.

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[3] That the question of convening and holding the meeting of Secured Creditors does not arise, since the .Applicant Company has no Secured Creditors, as stated in Paragraph 17 of the Affidavit in Support of the Summons for Direction.

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[4] That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if though fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Reliance Gas Corporation Limited (“RGCL”), Mark Project Services Private Limited (“MPSPL”), Reliance Security Solutions Limited (“RSSL”), Reliance Industries Investment and Holding Limited (“RIIHL-2”), GenNext Innovation Ventures Limited (“GIVL”) and Reliance Corporate Services Limited (“RCSL”) with Reliance Industrial Investments And Holdings Limited (“RIIHL”), is dispensed with, in view of the consent given by its Unsecured Creditor which is annexed as Exhibit “K” to the Affidavit in Support of the Summons for Direction.

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Page 3 of 6

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[5] The six Transferor companies are all said to be wholly owned subsidiaries of the Transferee Company. To an objection raised by the Company Registrar that the provisional balance sheet and the latest financial position of the transferee Company is not annexed, Mr. Doctor, learned counsel for the petitioners submits that the Transferee Company is not before the Court and hence it is not necessary or even possible to produce its provisional balance sheet or the latest financial position. However, the fact remains that the entire petition proceeds on the basis that the six Transferor companies are all wholly owned subsidiaries of the Transferee Company. At least this position, i.e. the continued holding of the entire equity of the Transferor Companies by the Transferee Company, must be verified in some fashion. The petitioners are directed, therefore, to file an affidavit of a responsible officer authorised by the Transferee company as also an affidavit by each of the Transferor Companies confirming that every one of the Transferor Companies continues to be a wholly owned subsidiary of the Transferee Company as on today, and that there will be no change in this position till the sanctioning of the scheme. It is made clear that this is a condition precedent to the dispensation regarding the furnishing of the latest financial position of the Transferee Company. That the Affidavit shall be filed on or before 09/05/2014.

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[6] That in view of above and in view of the averments made in Paragraphs 19, 20 and 21 of the Affidavit in support of the Summons for Direction inter-alia, stating that all the Transferor Companies and the Transferee Company have a positive net worth and all the Transferor Companies are wholly owned subsidiaries of the Transferee Company and no new shares of the Transferee Company are to be issued to the shareholders of the Transferor

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Page 4 of 6

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Companies and in view of the Judgement dated 31^st January, 2001 in the case of Mahaamba Investments Limited Vs. IDI Limited [reported in (2001) 105 Company Cases Pg. 16], and the submissions of the Learned Advocate for the Applicant Company that there will be no re-organisation of the share capital of the Transferee Company and the interest of shareholders and creditors of the Transferee Company will not be affected and in view of the above, the filing of a summons for direction and separate petition under Sections 391 to 394 of the Companies Act, 1956 by Reliance Industrial Investments And Holdings Limited, the Transferee Company, is dispensed with.

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Page 5 of 6

Reliance Gas Corporation Limited v. -

Case brief

What is this about?

What did the court decide?

Reliance Gas Corporation Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Cases cited

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