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Regular-article-logo Saturday, 14 June 2025

Court clears RPL merger

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OUR SPECIAL CORRESPONDENT Published 29.06.09, 12:00 AM

Mumbai, June 29: Bombay High Court today sanctioned the merger of Reliance Industries and Reliance Petroleum. However, Justice A.M. Khanwilkar stayed his own order for four weeks so that those who have objections to the merger could file an appeal before a division bench.

Anup Sheth, Jayesh Shah and Shailesh Mehta, shareholders of both RIL and RPL, had filed applications, objecting to the merger scheme in the present form.

The applicants had demanded an inquiry by regulatory agencies such as Sebi, the RBI and other financial governing bodies before the merger was cleared.

The valuation of shares used to arrive at the exchange ratio was not “fair and correct” as several financial aspects were not taken into consideration, they said. The valuation also overlooked assets and liabilities, they added.

In March, the boards of directors of the two firms approved the merger, creating one of the world’s largest petrochemical entities. The deal offered shareholders of RPL one RIL share for every 16 shares held by them.

The swap ratio was seen to benefit RPL shareholders.

Sheth and others had contended that the evaluators did not consider RIL’s suit with Anil Ambani’s RNRL (pending at that time).

The liability, which RIL would have to bear if the case went against them, was not taken into account while deciding the share-swap ratio, they argued.

Also, both the companies had provided a consolidated balance sheet as if the two had already merged. Separate balance sheets should have been provided to shareholders, they said.

RIL’s lawyers, however, want to know why the objections were raised so late. They denied that the share-swap ratio and the companies’ valuations were unfair.

The merger is expected to give RIL several benefits as its processing capacity will rise to 1.24 million barrels per day of crude from 660,000 barrels per day.

On April 9, the shareholders of RPL had approved the scheme. Over 99 per cent of the shareholders gave their consent.

Earlier, the shareholders of RIL had also okayed the merger proposal in a court convened meeting.

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