MR.JUSTICE MOHIT S.SHAH

This Original Jurisdiction appeal is directed against the judgment and order dated 16.8.2007 in Company Petition No.93 of 2007 by which the learned Company Judge sanctioned the scheme of amalgamation of the petitioner-Company- Indian Petrochemicals Corporation Ltd. (hereinafter referred to as “I.P.C.L.” or “the transferor Company) having its registered office at Baroda with Reliance Industries Ltd. (hereinafter referred to as “R.I.L” or “Reliance” or the “transferee Company) having its registered office at Mumbai.

2. Reliance Industries Ltd. having its registered office at Bombay filed Company Application No.283 of 2007 before the Bombay High Court. Pursuant to the order dated 16.3.2007 in the said application, RIL held separate meetings of equity shareholders, secured creditors (including debenture holders) and unsecured creditors of RIL on 21.4.2007. The Chairman of the said meeting submitted his report before the Bombay High Court and the RIL filed Company petition No.345 of 2007 before the Bombay High Court for sanctioning the same scheme of amalgamation of IPCL with RIL. The said company petition was allowed and the scheme was sanctioned by the Bombay High Court by its order dated 12.6.2007 as modified by order dated 11.7.2007.

3. Before setting out the contentions urged by the appellants, we may indicate the broad facts leading to filing of the petition for sanctioning the scheme of amalgamation.

3.1 By Resolution of the Board of Directors of IPCL and of the Board of Directors of Reliance Industries Ltd., the two companies decided for amalgamation of IPCL with RIL and for that purpose to follow the procedure prescribed by and under the provisions of Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as “the Act. By order dated 16.3.2007 in Company Application No.126 of 2007, this Court directed IPCL to convene separate meetings of equity shareholders, secured creditors (including debenture holders) and unsecured creditors of IPCL under the Chairmanship of Hon'ble Mr Justice SD Dave a retired Judge of this Court.

3.2 Accordingly, three separate meetings were held at Baroda on 14.4.2007 under the Chairmanship of Hon'ble Mr Justice S.D. Dave. The Chairman submitted his report dated 18.4.2007 placing on record the result of the meetings as under:-

(A) The scheme came to be approved by overwhelming majority of the equity shareholders present and voting as per the following details :-

(i) 7,632 Equity Shareholders holding in the aggregate, 20,37,73,286 equity shares constituting 97.04% in number and representing 99.89% in value of the Equity Shareholders, present in person or by proxy and voting at the Meeting, voted in favour of the Scheme.

(ii) 233 Equity Shareholders holding in the aggregate, 2,28,705 equity shares constituting 2.96% in number and representing 0.11% in value of the Equity Shareholders present in person or by proxy and voting at the Meeting, voted against the Scheme.

(iii) Votes of 54 Equity Shareholders holding 11,74,879 Equity Shares, were declared invalid.

(B) The secured creditors (including debenture holders) unanimously approved the scheme as per the following particulars:-

(i) 51 Secured Creditors (including Debenture holders) having claims against the Applicant Company of an aggregate value of Rs.355.34 crore and constituting 100% in number representing 100% in value of the Secured Creditors (including Debenture Holders), present in person or by proxy and voting at the Meeting, voted in favour of the Scheme.

(ii) No Secured Creditor (including Debenture holder) of the Applicant Company voted against the Scheme.

(iii) The votes of 3 Secured Creditors having claims against the Applicant Company of an aggregate value of Rs.0.25 crore were declared invalid.

(C) Similarly the unsecured creditors present and voting also unanimously approved the scheme as per the following details:-

(i) 635 Unsecured Creditors having claims against the Applicant