Reliance Industries : NCLT Convened Meeting(s) Announcement - Reliance – Financial Services Business Scheme

March 30, 2023
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot No. C/1, G Block,
Dalal Street,	Bandra-Kurla Complex, Bandra (East),
Mumbai 400 001	Mumbai 400 051
Scrip Code: 500325	Trading Symbol: RELIANCE
Dear Sirs,

Sub:Meetings of Secured Creditors, Unsecured Creditors and Equity Shareholders of the Company

Ref:

In the matter of the Scheme of Arrangement between Reliance Industries Limited and its Shareholders and Creditors & Reliance Strategic Investments Limited and its Shareholders and Creditors

• 1. This is to inform that by an order dated March 27, 2023 ("Tribunal Order"), the Mumbai Bench of the Hon'ble National Company Law Tribunal ("Tribunal") has directed meetings to be held of the Secured Creditors, Unsecured Creditors and Equity Shareholders of the Company.

• 2. In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), notice is hereby given that meetings of the Secured Creditors, Unsecured Creditors and Equity Shareholders of the Company will be held through video conferencing ("VC") / other audio visual means ("OAVM") as under:

  Meeting of	Day and Date of meetings	Time of meetings
  Secured Creditors	Tuesday, May 02, 2023	10:45 a.m. (IST)
  Unsecured Creditors	Tuesday, May 02, 2023	11:45 a.m. (IST)
  Equity Shareholders	Tuesday, May 02, 2023	2:00 p.m. (IST)

• 3. The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM have been set out in the Notice of the respective meetings.

• 4. An equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Tuesday, April 25, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the Equity Shareholders. Voting rights of an equity shareholder/ beneficial owner (in case of electronic

shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Tuesday, April 25, 2023.

5.

• a. A Secured Creditor whose name appears in the list of secured creditors, as on the cut-off date, i.e., Tuesday, February 28, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of Secured Creditors. Voting rights of a Secured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., Tuesday, February 28, 2023.

• b. An Unsecured Creditor whose name appears in the list of unsecured creditors, as on the cut-off date, i.e., Tuesday, February 28, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of Unsecured Creditors. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., Tuesday, February 28, 2023.

6.

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid three meetings are attached.

This is for your information and dissemination on your website.

Thanking you,

Yours faithfully,

For Reliance Industries Limited

Savithri Parekh

Company Secretary and Compliance Officer

Encl.: as above

Copy to:

Luxembourg Stock Exchange	Singapore Exchange Limited
35A boulevard Joseph II	2 Shenton Way, #02-02 SGX Centre 1,
L-1840 Luxembourg	Singapore 068804

RELIANCE INDUSTRIES LIMITED

CIN: L17110MH1973PLC019786

Registered Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai - 400 021, Maharashtra, India

Phone: [phone]; Fax: [phone]

E-mail:[e-mail] | Website: www.ril.com

NOTICE CONVENING MEETING OF SECURED CREDITORS OF

RELIANCE INDUSTRIES LIMITED PURSUANT TO ORDER DATED MARCH 27, 2023 OF

THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING
Day	Tuesday
Date	May 2, 2023
Time	10:45 A.M. (IST )
Mode of meeting	Through video conferencing / other audio visual means
Cut-off date for e-voting	Tuesday, February 28, 2023
Remote e-voting start date and time	Thursday, April 27, 2023 at 1:00 P.M. (IST)
Remote e-voting end date and time	Monday, May 1, 2023 at 5:00 P.M. (IST)

Sr. No.	Contents	Page Nos.
1.	Notice of meeting of secured creditors of Reliance Industries Limited ("Notice")	A - 3
2.	Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 ("Act") and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules") ("Statement")	A - 10
3.	Annexure I Scheme of Arrangement between Reliance Industries Limited and its shareholders and creditors & Reliance Strategic Investments Limited and its shareholders and creditors	B - 1
4.	Annexure II Consolidated and standalone unaudited financial results (limited reviewed) for the quarter and half year ended September 30, 2022 of the Company	B - 25
5.	Annexure III Consolidated and standalone unaudited financial results (limited reviewed) for the quarter and nine months ended December 31, 2022 of the Company	B - 55
6.	Annexure IV Financial details as per audited interim condensed financial statement of the Resulting Company for the half year ended September 30, 2022 submitted, as a part of application under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")	B - 81
7.	Annexure V Unaudited financial results (limited reviewed) for the quarter and nine months ended December 31, 2022 of the Resulting Company	B - 82
Sr. No.	Contents	Page Nos.
8.	Annexure VI Report of the Board of Directors of the Company, pursuant to Section 232(2)(c) of the Act	B - 86
9.	Annexure VII Report of the Board of Directors of the Resulting Company, pursuant to Section 232(2)(c) of the Act	B - 89
10.	Annexure VIII Share Entitlement Ratio Report dated November 15, 2022, issued by KPMG Valuation Services LLP	B - 91
11.	Annexure IX Fairness Opinions dated November 15, 2022, issued by Morgan Stanley India Company Private Limited and Citigroup Global Markets India Private Limited	B - 96
12.	Annexure X Observation letter dated February 27, 2023 provided by BSE on the Scheme	B - 105
13.	Annexure XI Observation letter dated February 28, 2023 provided by NSE on the Scheme	B - 108
14.	Annexure XII Complaints report submitted by the Company to BSE	B - 112
15.	Annexure XIII Complaints report submitted by the Company to NSE	B - 114
16.	Annexure XIV Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors	B - 116
17.	Annexure XV Information in the format prescribed for abridged prospectus pertaining to the unlisted entity, i.e., Resulting Company involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Circular dated February 4, 2022	B - 119
18.	Annexure XVI Letter dated December 6, 2022 submitted to BSE and NSE	B - 132

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos. A - 1 to A-27) and Annexure I to Annexure XVI (page nos. B - 1 to B - 138) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

IN THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A.(CAA)/57/MB/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN RELIANCE INDUSTRIES LIMITED AND ITS

SHAREHOLDERS AND CREDITORS & RELIANCE STRATEGIC INVESTMENTS LIMITED AND

ITS SHAREHOLDERS AND CREDITORS

Reliance Industries Limited, a company incorporated under the	)
provisions of the Companies Act, 1956 having Corporate Identity	)
Number: L17110MH1973PLC019786 and its registered office at	)
3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai - 400 021,	)
Maharashtra, India	) ..................... Company / Demerged Company

NOTICE CONVENING MEETING OF SECURED CREDITORS

To,

All the Secured Creditors of Reliance Industries Limited

• 1. NOTICE is hereby given pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal") vide its order dated March 27, 2023 ("Tribunal Order"), that a meeting of the secured creditors of the Company will be held on Tuesday, May 2, 2023 at 10:45 a.m. (IST) ("Meeting") for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Reliance Industries Limited ("Demerged Company" or "Company") and its shareholders and creditors & Reliance Strategic Investments Limited ("Resulting Company" or "RSIL") and its shareholders and creditors ("Scheme").

• 2. Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through video conferencing ("VC") / other audio visual means ("OAVM"), in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), to consider, and if thought fit, pass the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(6) of the Act as amended:

  "RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon'ble National Company Law Tribunal ("Tribunal") and subject to such other approval(s), permission(s) and sanction(s) of regulatory and other authorities, as may be necessary and subject to such condition(s) and modification(s) as may be deemed appropriate by the Parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approval(s), permission(s) and sanction(s), which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted / to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Reliance Industries Limited and its shareholders and creditors & Reliance Strategic Investments Limited and its shareholders and creditors ("Scheme"), be and is hereby approved;