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Reliance demerger stalled

Mumbai, Nov. 25: Bombay High Court today put on hold the demerger scheme of Reliance Industries (RIL) after a minority shareholder of the petrochemical giant raised objections to the proposal saying that it lacked clarity.

Hearing the objection raised by Ahmedabad-based chartered accountant, Kalpesh Bharatkumar Mankad, Justice Nishita Mhatre asked him to file a detailed reply in an affidavit and adjourned the matter till December 2.

The shareholder told the court that he had raised the objections in the extraordinary general meeting (EGM) of the company on October 21, but was not convinced with the company’s reply to him. The court then asked Mankad to file an affidavit on his objections by November 28.

Mankad said since the company has failed to provide a copy of the scheme of demerger before 21 days of the EGM to every shareholder, the meeting that was held on October 21 be annulled. He wanted a fresh meeting of the shareholders to be called with the company presenting a modified scheme. Mankad also sought that shareholders be given at least 30 days’ notice.

He said the proposed demerger scheme be held in abeyance until the action-taken report on corporate governance issues raised by Anil D. Ambani, RIL’s former vice-chairman and managing director, was put before the high court and scrutinised by the Securities and Exchange Board of India (Sebi) and the department of company affairs (DCA).

When contacted, RIL officials did not comment on the developments, stating that the matter was sub-judice. Sources from the company only said shareholders were given an opportunity in the EGM to present their views.

Mankad further contended that the scheme of arrangement proposed to RIL shareholders was completely devoid of requisite details which are considered essential to afford the shareholders a fair chance to arrive at the assessment of their present and future holding in the demerged company and demerged undertaking.

He also said even though assets worth Rs 19,119.54 crore were being demerged, the description given in the schedules does not specify the assets and liabilities to be transferred and hence the proposal was incomplete and vague.

Further, he alleged that it also gave an unfair advantage in the hands of the management to make adjustments and tamper the list according to their wish. He, therefore, wanted RIL being directed to come out with a new scheme giving full disclosures.

RIL had approached the high court on September 13 seeking its approval on the demerger.

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