The Board of Directors of Reliance Industries Ltd ('the Board') at its meeting held on 19th July, 2019 has approved the Scheme, which provides for merger of Reliance Holding USA Inc. ("RHUSA") with Reliance Energy Generation and Distribution Limited ("REGDL") and merger of REGDL with the Company under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 and Section 18-209 of the Delaware Limited Liability Company Act.
RHUSA was incorporated as a Delaware corporation in the year 2010, under Delaware General Corporation Law, USA. RHUSA conducts its operations through indirect interests in entities which are in the business of producing natural gas and liquids from shale deposits in the USA. These entities in turn own interests in shale gas assets.
REGDL is a public limited company incorporated in India. It is mainly engaged in the business of wholesale trading of goods and investment in shares & securities.
The Company is incorporated in India, engaged inter alia, in activities spanning across hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals and also has interests in retail and digital services.
RHUSA is a wholly-owned subsidiary of REGDL and REGDL is a wholly-owned subsidiary of the Company. The merger of RHUSA and REGDL, will inter alia simplify the corporate structure of the Company.
RHUSA and REGDL being indirect/direct subsidiaries of the Company, upon amalgamation, no shares will be issued by either REGDL or the Company and entire investment of REGDL in RHUSA and that of the Company in REGDL shall be cancelled. Therefore, the question of the transaction being done at 'arm's length' does not arise.
Since no consideration is being issued pursuant to the amalgamation, there will be no change in the shareholding pattern of the Company.
The Scheme is subject to consent of Note Holders and Bank Lenders of RHUSA and necessary statutory / regulatory approvals under applicable laws including approval of Mumbai Bench of National Company Law Tribunal (NCLT). The Reserve Bank of India has accorded its approval to the aforesaid proposal of amalgamation.
Shares of RELIANCE INDUSTRIES LTD. was last trading in BSE at Rs.1249 as compared to the previous close of Rs. 1261.8. The total number of shares traded during the day was 322482 in over 14090 trades.
The stock hit an intraday high of Rs. 1271 and intraday low of 1243. The net turnover during the day was Rs. 405307998.