Are you looking for a legal research tool ?
Get Started
Do check other products like LIBIL, a legal due diligence tool to get a litigation check report and Case Management tool to monitor and collaborate on cases.

In Re: v. Reliance Industries Limited

In Re: v. Reliance Industries Limited

(National Company Law Tribunal, Mumbai)

C.P. (C.A.A) No. 61/2022 C.A. (CAA) No. 15/MB/2022 | 30-03-2022

1. The Court convened through videoconferencing.

2. Heard Learned Counsel for the Petitioner Company. No objector has come before the Tribunal to oppose the Company Scheme Petition and nor has any party controverted any averments made in the Company Scheme Petition.

3. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) to the Scheme of Arrangement between Reliance Industries Limited & its shareholders and creditors and Reliance Syngas Limited & its shareholders and creditors (“Scheme”).

4. The Petitioner Company inter alia has multiple undertakings viz., digital services, retail, financial services, E&P and oil-to-chemicals including gasification undertaking. Reliance Syngas Limited (“Transferee Company”) would be engaged, inter alia, in production of Synthesis Gas (Syngas) through Surface Petcoke/Coal Gasification or Underground Coal Gasification or through Coal Bed Methane extraction or from Gas Hydrate or using Natural Gas.

5. The registered office of the Transferee Company is located in Ahmedabad, Gujarat. Thus, the Transferee Company has filed separate proceedings before the jurisdictional Tribunal viz., National Company Law Tribunal, Ahmedabad Bench.

6. The learned Counsel for the Petitioner Company submits that the rationale mentioned in the Scheme is as under:

“1. The Gasification Undertaking produces syngas to meet the energy requirements at Jamnagar as refinery off-gases which earlier served as fuel were repurposed into feedstock for the Refinery Off Gas Cracker (ROGC). This enables production of olefins at competitive capital and operating costs. Syngas as a fuel ensures reliability of supply and helps reduce volatility in the energy costs. Syngas is also used to produce hydrogen for consumption in the Jamnagar refinery.

2. RIL targets to have a portfolio which is fully re-cyclable, sustainable and net carbon zero. This will be achieved by transitioning to high value materials and chemicals with renewables as the source of meeting its energy requirements.

3. As RIL progressively transitions to renewables as its primary source of energy, more syngas will become available for upgradation to high value chemicals including C1 chemicals and hydrogen. Further, carbon di-oxide released during the process of producing hydrogen is highly concentrated and easy to capture, substantially reducing the cost of carbon capture. Overall, these steps will help sharply reduce carbon footprint of Jamnagar complex.

4. India is a high growth market and is expected to continue to see a deficit of these high value chemicals in the foreseeable future. Repurposing the gasification assets will help use syngas as a reliable source of feedstock to produce these chemicals and cater to growing domestic demand, resulting in an attractive business opportunity. Further, as the hydrogen economy expands, RIL will be well positioned to be the first mover to establish a hydrogen ecosystem.

5. With optionality in applications for syngas, the nature of risk and returns associated with the Gasification Business will likely be distinct from those of the other businesses of RIL. This distinct business profile also provides the opportunity to potentially attract a different pool of investors and strategic partners for the Gasification Business and new materials and chemicals projects.

6. Accordingly, this Scheme is being proposed for transfer of the Gasification Undertaking to RSL as a going concern on Slump Sale basis.

The Scheme is in the interest of RIL, RSL and their respective stakeholders.”

7. Learned Counsel for the Petitioner Company submits that the Company Scheme Petition was filed in consonance with the Order dated 28th January 2022 passed by this Tribunal in CA (CAA) No.15/MB/2022 (“said Order”).

8. Learned Counsel for the Petitioner Company submits that vide the said Order, the Company Scheme Application was admitted, and the Petitioner Company was directed to convene meetings of its secured creditors, unsecured creditors and equity shareholders. The Learned Counsel for the Petitioner Company submits that, as directed by this Tribunal vide the said Order, the meetings of the secured creditors, unsecured creditors and equity shareholders were held on 9th March 2022 at 10:30 a.m., 11:45 a.m., and 2:00 p.m. respectively, through video conferencing, for the purpose of considering and if thought fit, approving with or without modification, the Scheme. The Chairperson appointed for the said meetings has filed Chairperson’s Report showing the conduct and results of the said meetings as directed, which is annexed as Exhibit ‘A14’ to the Company Scheme Petition.

9. Learned Counsel for the Petitioner Company submits that the Hon’ble Tribunal admitted the Company Scheme Petition and fixed 28th March 2022 as the date for hearing and final disposal of the Company Scheme Petition. The Petitioner Company was directed to cause publication of the notice of hearing of the Company Scheme Petition, at least 10 (ten) days before the date fixed for final hearing in ‘Business Standard’ in English having nation- wide circulation and ‘Loksatta’ in Marathi having circulation in Maharashtra. Learned Counsel for the Petitioner Company states that the Petitioner Company caused the publication of notice of hearing and final disposal of the Company Scheme Petition in the said newspapers on 17th March 2021.

10. Learned Counsel for the Petitioner Company submits that the Petitioner Company has also served notice of hearing and final disposal of Company Scheme Petition upon: (i) Central Government through the Regional Director, Western Region (“Regional Director”); (ii) Registrar of Companies, Mumbai, Maharashtra; (iii) Income Tax Authority concerned addressed to the Assistant Commissioner of Income Tax Range 3(4), 29th Floor, World Trade Centre, Cuffe Parade, Mumbai (Petitioner Company having Permanent Account Number AAACR5055K); (iv) Goods & Services Tax Authority at the Commissioner of Central Goods & Services Tax, Belapur Commissionerate, 1st Floor, CGO Complex, CBD Belapur, Navi Mumbai – 400 614; and (v) BSE Limited.

11. The Petitioner Company has filed a Compliance Report on 21st March 2022, evidencing the said newspaper publications and service of notices upon the concerned authorities.

12. Learned Counsel for the Petitioner Company states that the Petitioner Company has complied with all the requirements as per the directions of this Tribunal.

13. The Regional Director has filed its Report dated 24th March 2022 (“Report”) praying that this Tribunal may pass such orders as it thinks fit, save and except as stated in Paragraphs IV (a) to (l). The observations of the Regional Director, the reply of the Petitioner Company in its affidavit dated 25th March 2022 and the response of the Regional Director in its Supplementary Report dated 25th March 2022 (“Supplementary Report”) are set out in tabular format below:

Sr No of Paragraph IV

Observations in Report dated 24th March 2022 filed by the Regional

Director

Reply of Petitioner Company in its Affidavit dated 25th March 2022

Response of the Regional Director in Supplementary Report dated 25th

March 2022

(a)

In compliance of AS- 14 (IND AS-103), the

Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 (IND

AS-8) etc.

In so far as the observation made in paragraph IV (a) of the Report of the Regional Director is concerned, the Petitioner Company undertakes that it will pass accounting entries in compliance with applicable accounting standards as notified by the Companies (Indian Accounting

Standards) Rules, 2015.

Reply of the

petitioners Companies appears to be Satisfactory.

(b)

The Petitioners under provisions of section 230(5) of the

Companies Act, 2013 have to serve notices to concerned

authorities which are

As far as the observation made in paragraph IV (b) of the Report of the Regional Director is concerned, the Petitioner Company states that notices have been issued

to the concerned authorities

Reply of the petitioners Companies appears to be Satisfactory.

likely to be affected by

under Section 230(5) of the

Compromise or

Companies Act, 2013.

arrangement.

Necessary compliance

Further, the approval

reports dated February 26,

of the scheme by this

2022 has been filed by the

Hon'ble Tribunal may

Petitioner Company before

not deter such

this Hon’ble Tribunal in that

authorities to deal

regard. The Petitioner

with any of the issues

Company confirms that the

arising after giving

mere sanction of the Scheme

effect to the scheme.

will not prevent the

The decision of such

authorities from making any

Authorities is binding

decisions, as per applicable

on the Petitioner

law and any such decision of

Company(s).

such authorities if taken, will

be dealt with as per

applicable law.

(c)

The Hon'ble NCLT

As far as the observation

Reply of the

may kindly direct to

made in paragraph IV (c) of

petitioners

the Petitioners to file

the Report of the Regional

Companies appears

an undertaking to the

Director is concerned, the

to be Satisfactory.

extent that the Scheme

Petitioner Company

enclosed to the

confirms that the Scheme

Company Application

enclosed to the Company

and the scheme

Scheme Application and

enclosed to the

Company Scheme Petition

Company Petition are

are one and the same and

one & same and there

is no discrepancy or

deviation.

there is no discrepancy /

change(s) made.

(d)

As per Definition of the Scheme, "Appointed Date" means 31 March, 2022 or such other date as may be determined by the Board of the Parties; The Petitioner Companies has proposed prospective “Appointed Date” i.e. 31st March 2022 which shall not allowed by the Hon’ble Tribunal, Petitioner Companies shall undertake to determine the “Appointed Date” prior to present date or sanction date of the Scheme.

"Effective Date" means the day on

which last of the

As far as the observation made in paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Company submits that the present Scheme is in compliance with the requirements of circular no. F.No.7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs.

Petitioner Companies shall

undertake to

determine the

Appointed Date prior or Sanction Date of the Scheme.

It cannot be prospective date.

conditions specified in Clause 16

(Conditions Precedent) of this Scheme are complied with or otherwise duly waived;

Reference in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date; Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-l dated 21.08.2019 issued by the Ministry of

Corporate Affairs.

(e)

As per Clause 13 of the Scheme, ACCOUNTING TREATMENT

RIL and RSL shall comply with the generally accepted accounting practices in India, provisions of the and accounting standards as notified by Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, in relation to the transactions in the Scheme including but not limited, to the following:

In the books of RIL: Upon this Scheme coming into effect, RIL shall account for the transaction in its

As far as the observation made in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Company submits that the accounting principles as prescribed under the Companies (Indian Accounting Standards) Rules, 2015 as notified under Section 133 of the Companies Act, 2013 are applicable to the Petitioner Company and the Petitioner Company undertakes that it shall comply with the same to the extent applicable. Further, the Petitioner Company undertakes that the difference between the book value of assets and liabilities of the Gasification Undertaking, as on the Appointed date, transferred to the Transferee Company, as reduced by consideration

received/ receivable by the

Reply of the petitioners Companies appears to be Satisfactory.

books of account in the following manner:

  1. With effect from the Appointed Date, the book value of assets and liabilities, of the Gasification Undertaking to the extent identified and being transferred to RSL in pursuance of this Scheme shall be reduced from the balances of the assets and liabilities as reflecting in the books of RIL; and
  2. Difference between the book value of assets and liabilities of the Gasification Undertaking, as on the Appointed date, transferred to RSL, as reduced by

consideration

Petitioner Company from the Transferee Company, if any, shall be debited/ credited, as the case may be, to the statement of profit and loss of the Petitioner Company. Further, the Petitioner Company states that in terms of the Scheme, the difference between the book value of assets and liabilities, so recorded in the books of the Transferee Company, as reduced by consideration paid/ payable by the Transferee Company to the Petitioner Company, if any, shall be debited/ credited to the capital reserve account of the Transferee Company and such Capital Reserve shall not be available for distribution of dividend.

received/ receivable by RIL from RSL, if any, shall be debited/ credited, as the case may be, to the statement of profit and loss of RIL.

In the books of RSL: Upon this Scheme coming into effect, RSL shall account for the transaction, in its books of account in the following manner:

i. With effect from the Appointed Date, RSL shall record all assets and liabilities of the Gasification Undertaking transferred to it in pursuance of this Scheme at their respective book values as appearing

in the books of RIL as

on the Appointed Date; and

ii. Difference between the book value of assets and liabilities, so recorded in the books of RSL, as reduced by consideration paid/ payable by RSL to RIL, if any, shall be debited/ credited to the capital reserve account of RSL. Petitioner Companies have to undertake that the surplus / deficit shall be adjusted to Capital Reserve Account.

Further Petitioner Companies have to undertake that reserves shall not be available for

distribution of

dividend.

(f)

Petitioner Transferor Company has foreign shareholders, Hence Petitioner Transferor Company shall undertake to comply with guidelines of RBI, FEMA and

FERA.

As far as the observation made in paragraph IV (f) of the Report of the Regional Director is concerned, the Petitioner Company submits that it will ensure necessary compliance under the FEMA Regulations, RBI

Guidelines, and FERA.

Reply of the

petitioners Companies appears to be Satisfactory.

(g)

Observation letter and Complaint Report received from NSE and BSE dated 17.01.2022, Hence

Petitioner Transferor Company shall undertake to comply the same.

As far as observation made in paragraph IV (g) of the Report of the Regional Director is concerned, the Petitioner Company submits that it has complied with the observation letter received from BSE Limited and the National Stock Exchange of India Limited dated January 17, 2022.

Further, the Petitioner Company submits that it has filed necessary complaint report with BSE Limited and the National Stock Exchange of India Limited dated December 24, 2021

and December 30, 2021,

Hon’ble Tribunal may consider the aforementioned reply submitted by the Petitioner Company and decide the matter on the merit.

respectively, which states that there are NIL complaints against the Scheme.

Further, the Petitioner Company undertakes to comply with the requirements of the stock exchanges, as per applicable law.

(h)

Petitioner Companies

As far as observation made

Hon’ble Tribunal

undertake to

obtain

in paragraph IV (h) of the

may consider the

NOC from Income tax

Report

of

the

Regional

aforementioned

department,

if

Director is concerned, the

reply submitted by

applicable.

Petitioner Company states

the Petitioner

that the Income Tax

Company and

Authority concerned have

decide the matter on

already filed their no-

objection with the Hon’ble

the merit.

Tribunal. A copy of the said

no-objection letter issued by

the Income Tax Authority

concerned is annexed hereto

and marked as Exhibit A.

(i)

The Registered Office

of the Petitioner Transferee Company

As far as the observation

made in paragraph IV (i) of the Report of the Regional

Reply of petitioners

the

is situated in the state

Director is concerned, the

Companies appears

of Ahmadabad and

Petitioner Company states

to be Satisfactory.

falls within the

that the Transferee

jurisdiction of this

Company has filed the

Hon'ble NCLT,

Company Scheme

Ahmadabad Bench,

Application and the

hence Companies

Company Scheme Petition

shall undertake to

with the Hon’ble NCLT

obtain approval from

Ahmedabad Bench for its

Hon’ble NCLT

approval.

Ahmadabad Bench.

(j)

Petitioner Companies

As far as the observation

Hon’ble Tribunal

shall undertake to

made in paragraph IV (j) of

may decide the

provide detailed

the Report of the Regional

matter on its merit.

valuation report from

Director is concerned, the

Registered Valuer on

Petitioner Company states

this Scheme for

that in consideration for the

determining

Slump Sale of the

consideration for this

Gasification Undertaking,

Scheme of

the Transferee Company

Arrangement.

shall pay a lump sum

consideration equal to the

carrying value of

Gasification Undertaking,

calculated as the difference

between the book value of

assets and the book value of

the liabilities of the

Gasification Undertaking, as appearing in the books of the Petitioner Company on the Appointed Date. Further, the Appointed Date of the Scheme is March 31, 2022, which is a prospective date.

Further, the Gasification Undertaking is being transferred from RIL to RSL, a wholly owned subsidiary of the Transferor Company, and no shares are proposed to be issued pursuant to the Scheme. There will be no change in the shareholding of the Transferor Company and RSL pursuant to the Scheme and hence there is no requirement for obtaining a valuation report in terms of the SEBI Master Circular dated 23 November 2021 on

Scheme of Arrangements.

(k)

Petitioner Companies shall undertake to

As far as the observation made in paragraph IV (k) of

Hon’ble Tribunal

may consider the

provide list/ details of Assets and Liabilities being transferred by the Transferor Company to Transferee Company

the Report of the Regional Director is concerned, the Petitioner Company has annexed an indicative list of assets and liabilities being transferred by the Transferor Company to Transferee

Company, as Exhibit B.

aforementioned

reply submitted by the Petitioner Company and decide the matter on the merit.

(l)

STATUS OF ROC

As far as observation made

Hon’ble Tribunal

REPORT: -

in paragraph IV (l) of the

may consider the

ROC, Mumbai Report

Report of the Regional

aforementioned

dated 22.03.2022 has

Director is concerned, the

reply submitted by

inter alia mentioned

Petitioner Company states

the Petitioner

that there are no

that:

Company and

prosecution, no

decide the matter on

technical scrutiny, no

inquiry, no inspection

the merit.

pending against

Petitioner

Companies.

Further mentioned

that:

1. Transferor

The registered office of the

Company is situated

Petitioner Company is

at Mumbai in the state

situated in Mumbai,

of Maharashtra and

Maharashtra, which falls

falls within the

under the jurisdiction of this

jurisdiction of this

Hon’ble Tribunal.

Hon'ble NCLT,

Mumbai Bench.

2. There are various

The Petitioner Company

complaints pending

will not be dissolved

against Transferor

pursuant to the Scheme and

Company relating to

the complaints pending

share certificate,

against the Petitioner

Bonus Share,

Company will be dealt in

Dividend

ordinary course. The

Warrant/Interim

approval to the Scheme by

Warrant, Corporate

this Hon’ble Tribunal will

Fraud and Serious

not affect such pending

Complaints &

complaints.

Miscellaneous in

nature mostly.

3. Transferor

The Petitioner Company has

Company authorized

provided details of its

Capital and paid

Authorised and Paid-up

capital is

capital as on November 24,

Rs.150,00,00,00,000/-

2021 in the Scheme. Post

and Rs.

November 24, 2021, the

676,50,92,78,02.5/-

Petitioner Company has

respectively as per the

allotted 24,000 equity shares

master data which

of Rs.10 each aggregating to

does not match with

Rs.2,40,000 under the

scheme.

Employee Stock Option

Scheme. Further, pursuant to

calls made by the Board of

Directors of the Petitioner

Company,

Rs.210,59,75,515/- (Rupees

Two Hundred Ten Crore

Fifty Nine Lakh Seventy

Five Thousand Five hundred

Fifteen only) was received

towards call money from the

shareholders on the equity

shares allotted to them on

rights basis. Accordingly,

the Petitioner Company has

appropriated

Rs.210,62,15,515/- towards

paid up capital. The paid up

capital after considering

24,000 shares allotted under

the Employee Stock Option

Scheme and call money of

Rs.210,59,75,515 as

aforesaid is

Rs.6765,09,27,802.50 which

matches with the records of

Ministry of Corporate

Affairs

4. Since the

The Transferor Company

Transferor Company

has received observation

is a Listed Company,

letter dated January 17, 2022

they may be directed to give notice to SEBI & Stock Exchange & obtain permission from SEBI & Stock Exchange.

from NSE and BSE. In terms of the observation letters, SEBI and NSE have waived their right to receive notice under Section 230(5) of the Companies Act, 2013. Only BSE Limited had requested the Petitioner Company to effect service upon BSE Limited the notice pursuant to Section 230(5) of the Companies Act, 2013. In view thereof, the Petitioner Company has served notice under Section 230(5) of the Companies Act, 2013 upon

BSE Limited.

5. Form CAA-3 is required to be issued to CCI (Rule 8(ii) & obtain permission from CCI.

The present Scheme is exempt from the requirement to obtain approval of the Competition Commission of India (“CCI”), in terms of the Competition Commission of India Act, 2002 read with applicable regulations. Accordingly, the

requirement to issue Form

CAA-3 to CCI and obtain its

approval for the present

Scheme does not arise.

6. There are 179

The Petitioner Company

complaints against

will not be dissolved

the Transferor

pursuant to the Scheme and

Company RELIANCE

the complaints pending

INDUSTRIES

against the Petitioner

LJMTTED out of

Company will be dealt in

them, 37 complaints

ordinary course. The

are opens against the

approval to the Scheme by

Transferor company,

this Hon’ble Tribunal will

4 complaints are

not affect such pending

related to share

complaints.

certificate, 3

complaints pertains to

Bonus share related,

Dividend Warrant

/Interim warrant

related 1 complaint

and Corporate fraud

and 3 serious

complaints and

remaining 26

complaints are

miscellaneous in

nature mostly related

to nonreceipt of share

certificate/share

transfer certificate.

7. Necessary Stamp

The Petitioner Company

Duty on transfer of

will lodge a copy of this

property/Assets is to

Order along with the

be paid to the

Scheme duly

respective Authorities

authenticated/certified by

before

the Deputy Director or the

implementation of the

Assistant Registrar, National

Scheme.

Company Law Tribunal,

Mumbai Bench, with the

concerned Superintendent of

Stamps for the purpose of

adjudication of stamp duty

payable, on transfer of

property/ assets, as per

applicable law.

8. Interest of the

The Transferor Company

Creditors should be

conducted meetings of its

protected.

secured and unsecured

creditors on 9th March 2022.

The secured and unsecured

creditors have approved the

scheme with 99.9019% (in

value) and 99.0631% (in

value) votes in favour of the

Scheme, respectively.

Chairperson’s Report in this

regard has been filed on 10th

March 2022. Upon the

Scheme becoming effective,

the creditors of the Petitioner

Company will be paid in

ordinary course, as per

applicable law.

Hon'ble NCLT may

-

kindly direct the

Transferor Company

to submit the reply on

the observations

pointed out by ROC,

Mumbai in their

report and decide the

matter on merits.

14. The Regional Director in the Supplementary Report has stated that the Petitioner Companies shall undertake to determine the Appointed Date prior to Sanction Date of the Scheme. It cannot be prospective date. In view of the aforesaid observation of the Regional Director in the Supplementary Report, Learned Counsel for the Petitioner Company hereby informs that the Appointed Date of the Scheme will be 31st March 2022 and further states that, the Scheme will be made effective on or after the Appointed Date i.e. 31st March 2022 and not on a prior date.

15. The Regional Director has not raised any other objections or dealt with any of the responses of the Petitioner Company other than as set out above. Learned Counsel for the Petitioner Company submits that it is apparent that the Regional Director is satisfied with the responses provided.

16. From the material on record, the Scheme annexed as Exhibit A-1 to the Company Scheme Petition appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.

17. Since all the requisite statutory compliances have been fulfilled, the said Company Scheme Petition is made absolute in terms of the prayer clauses 34 (a) to 34 (f) thereof.

18. The Scheme is hereby sanctioned, with the Appointed Date fixed as 31st March 2022.

19. The Petitioner Company is directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-form INC – 28 within 30 days from the date of receipt of the certified copy of this Order by the Petitioner Company.

20. The Petitioner Company to lodge a copy of this Order along with the Scheme duly authenticated/certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the certified order from the Registry of this Tribunal or within 60 days from the date of receipt of the certified Order from the Registry of the National Company Law Tribunal, Ahmedabad Bench, whichever is later.

21. All concerned regulatory authorities to act on a copy of this Order along with Scheme duly certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench.

22. Any person interested is at liberty to apply to this Tribunal in the above matters for any directions that may be necessary.

23. Any concerned Authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.

24. Ordered accordingly. File to be consigned to records.

Advocate List
  • Mr Gaurav Joshi, Senior Advocate a/w Mr. Peshwan Jehangir, Mr Mehul Shah, Mr Himanshu Vidhani, Mr. Aman Yagnik, Mr. Rushabh Gala, Mr. Jamsheed Dadachanji and Mr. Harsh Salgia i/b Khaitan & Co

Bench
  • P. N. DESHMUKH (Retd.)&nbsp
  • MEMBER (Judicial)
  • SHYAM BABU GAUTAM&nbsp
  • MEMBER (Technical)
Eq Citations
  • LQ
  • LQ/NCLT/2022/401
Head Note

Company — Scheme of Arrangement — Sanction — Transfer of Gasification Undertaking of Reliance Industries Limited to its subsidiary, Reliance Syngas Limited — Sanctioned, with the Appointed Date fixed as 31st March 2022 — Scheme is fair and reasonable and is not violative of any provisions of law and is not contrary to public policy — Regional Director of Western Region, Mumbai, raised few observations, which were satisfactorily clarified by the Petitioner Company — Regional Director also clarified vide Supplementary Report that the Petitioner Companies shall undertake to determine the Appointed Date prior to Sanction Date of the Scheme — Accordingly, Appointed Date of the Scheme was fixed as 31st March 2022 and the Scheme was to be made effective on or after the Appointed Date i.e. 31st March 2022 and not on a prior date — Petitioner Company was directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-form INC – 28 within 30 days from the date of receipt of the certified copy of this Order by the Petitioner Company — Petitioner Company was also to lodge a copy of this Order along with the Scheme duly authenticated/certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the certified order from the Registry of this Tribunal or within 60 days from the date of receipt of the certified Order from the Registry of the National Company Law Tribunal, Ahmedabad Bench, whichever is later — All concerned regulatory authorities were to act on a copy of this Order along with Scheme duly certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench — Any person interested could apply to the Tribunal in the above matters for any directions that may be necessary — Any concerned Authorities could also approach this Tribunal for any further clarification as may be necessary — Scheme sanctioned accordingly — Companies Act, 2013, Ss. 230 to 232 & other applicable provisions