JUDGMENT :

Abhilasha Kumari, J.

This petition under sections 391 to 394 of the Companies Act, 1956, has been preferred by Reliance Jamnagar Infrastructure Ltd. (the transferor company), for sanction of the scheme of amalgamation of the company with Reliance Industries Ltd. (the transferee company) whereby the entire businesses and the undertaking of the transferor company are to be transferred to, and vested in, the transferee company, in terms of the said scheme of amalgamation.

2. The details of incorporation of the petitioner-transferor company and its latest audited annual accounts as on March 31, 2011, as well as the authorised share capital and the issued, subscribed and paid-up share capital of the petitioner-company have been enumerated in the petition. The objects of the petitioner-company, as set out in its memorandum of association, have also been mentioned. It is stated that the petitioner-company is carrying on the business of promoters, developers, builders, suppliers, creators, operators, owners, contractors, organisers of all and any kind of infrastructure facilities and services including, but not limited to Special Economic Zones, etc. The petitioner-company is stated to be presently developing and operating a Special Economic Zone in Jamnagar ("Jamnagar SEZ") and related infrastructure facilities.

3. The details of Reliance Industries Ltd. ("RIL" for short), the transferee company, have been given in the petition. The latest audited annual accounts of the transferee company as on March 31, 2011, its authorised share capital and the issued, subscribed and paid-up share capital have also been stated. The objects of the transferee company, as set out in its memorandum of association, have also been detailed in the petition. It is stated that the transferee company is India's largest private sector enterprise, with businesses in the energy and materials value chain and is a Fortune Global 500 Company. The activities of the transferee company span exploration and production of oil and gas, petroleum refining and marketing, petrochemicals (polyester, fiber intermediates, plastics and chemicals) and textiles.

4. The petitioner transferor company is a wholly owned subsidiary of the transferee company. The petitioner transferor company has its registered office at Jamnagar, Gujarat, whereas the registered office of the transferee company is in the State of Maharashtra.

5. The circumstances, reasons and grounds that have necessitated the scheme of amalgamation have been set out in paragraph 7 of the petition. It is stated that some major benefits would accrue from the proposed scheme of amalgamation, which are as under :

(a) The transferor company is the developer of the operating SEZ in Jamnagar and the transferee company is operating a SEZ unit in the SEZ.

(b) Thus, the present activities and business of the transferor company can be conveniently combined with the business of the transferee company.

(c) The amalgamation will achieve economy, better administration and efficiency of operation thereby resulting in greater profitability for the amalgamated company.

(d) The amalgamation will improve organisational capability arising from the pooling of human capital that have diverse skills, talent and vast experience with respect to development, operation and maintenance of infrastructure facilities.

(e) Greater integration and greater employees' strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.

(f) The scheme will result in achieving synergies and economics of scale by reducing duplication of costs and improving administrative and operational efficiency.

(g) Integrating and combining the businesses of both companies will lead to greater and optimal utilisation of available resources. The amalgamation would, therefore, enable the transferee company to increase value realisation of its operations. The objec