REG - Reliance Infra Ld - Notice of Court Convened Meeting on 6th June 2016 <Origin Href="QuoteRef">RLIN.NS</Origin>

Reliance InfrastructureAnnouncement

01/06/2016 08:15

RNS Number : 6862Z
Reliance Infrastructure Limited
31 May 2016
To view the full announcement, please click on the following link.
http://www.rns-pdf.londonstockexchange.com/rns/6862Z_1-2016-5-31.pdf
Reliance Infrastructure Limited
CIN: L99999MH1929PLC001530
Registered Office:- H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. Tel: 022 30386286,

Fax:022 30376622, Website: www.rinfra.com
Email : rinfra.investor@relianceada.com
NOTICE OF COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF
RELIANCE INFRASTRUCTURE LIMITED
Day

:

Monday













Date

:

6th June, 2016



Time

:

11.00 a.m.











Venue

:
Reliance Energy Management Institute, Jogeshwari - Vikhroli Link Road, Opposite North Gate No. 3,






Aarey Colony, Aarey Colony Road, Mumbai 400 065




























E-voting









Commencing on

9 a.m. on June 3, 2016









Ending on


5 p.m. on June 5, 2016


























CONTENTS













Sr.




Particulars

Page No.

No




















1.

Notice of the Court Convened Meeting of the Equity Shareholders of Reliance Infrastructure
2



Limited










2.

Explanatory statement under Section 393 of the Companies Act, 1956 read with Section 102
6



and other applicable provisions of the Companies Act, 2013









3.

Scheme of Arrangement

15







4.

Fairness Opinion by M/s. Keynote Corporate Services Limited

36






5.

Complaints Report submitted to National Stock Exchange of India Limited and BSE Limited on
40



12th April, 2016



6.

Observation Letters from National Stock Exchange of India
Limited and BSE Limited dated
41



4th May, 2016



7.

Proxy Form

45







8.

Attendance Slip

45












1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO 385 OF 2016
In the matter of the Companies Act, 1956 (1 of
1956)
AND
In the matter of Sections 391 to 394 of the
Companies Act, 1956;
AND
In the matter of Scheme of Arrangement
BETWEEN
Reliance Infrastructure Limited
AND
Reliance Electric Generation and Supply Private
Limited
AND
their respective shareholders and creditors
RELIANCE INFRASTRUCTURE LIMITED, a Company )
incorporated under the provisions of the Indian Companies Act, )
1913 and having its registered office at H Block, 1st Floor, )
Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. ) .................... Applicant Company
NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF RELIANCE INFRASTRUCTURE LIMITED
To,
The Equity Shareholder(s) of Reliance Infrastructure Limited ("Transferor Company" or "Applicant Company")
TAKE NOTICE that by an Order made on 6thMay, 2016, in the above mentioned Company Summons for Direction, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Applicant Company, be convened and held at Reliance Energy Management Institute, Jogeshwari-Vikhroli Link Road, Opposite North Gate No. 3, Aarey Colony, Aarey Colony Road, Mumbai 400 065 on Monday, 6th June, 2016 at 11:00 a.m., to transact the following Special Business:
To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force) for approval of the proposed Scheme of Arrangement between Reliance Infrastructure Limited ("the Transferor Company" or "RInfra") and Reliance Electric Generation and Supply Private Limited("the Transferee Company" or "REGSPL") and their respective shareholders and creditors ("Scheme" or "the Scheme"):
"RESOLVED THAT pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956, the rules and regulations made thereunder (including any statutory modification(s)/ amendment(s) and re-enactment(s) thereof) and all other applicable provisions, if any, of the Companies Act, 2013, the rules and regulations made thereunder and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and subject to necessary approvals / consents / sanctions and permissions of the shareholders and / or creditors of the Company, sanction of the Hon'ble High Court of Judicature at Bombay or the National Company Law Tribunal constituted under the provisions of the Companies Act, 2013, as the case may be or such other competent authority, as may be applicable, High Court, the Securities

2

and Exchange Board of India (SEBI) and concerned Stock Exchange(s) or such other competent authority as may be applicable, and such other approvals / permissions / exemptions, as may be required under applicable laws, regulations, listing regulations and guidelines issued by the regulatory authorities, which may be agreed to by the Board of Directors (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 to exercise its powers including the powers conferred by this Resolution), in the matter of Scheme of Arrangement between Reliance Infrastructure Limited ("the Transferor Company" or "RInfra") and Reliance Electric Generation and Supply Private Limited ("the Transferee Company" or "REGSPL") and their respective shareholders and creditors ("Scheme" or "the Scheme"), inter alia, providing for transfer and vesting of the Transferor Company's entire Mumbai Power Generation, Transmission and Distribution Division, Samalkot Power Station Division, Goa Power Station Division and Windmill Division on a going concern basis to the Transferee Company for an aggregate lumpsum cash consideration of Rs. 6,282.50 crore, placed before this meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble High Court of Judicature at Bombay while sanctioning the Arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper."
TAKE FURTHER NOTICE THAT in pursuance of the said Order, a meeting of the equity shareholders of the Transferor Company will be held at Reliance Energy Management Institute, Jogeshwari-Vikhroli Link Road, Opposite NorthGate No. 3, Aarey Colony, Aarey Colony Road, Mumbai 400 065 on Monday, 6th June, 2016 at 11:00 a.m. at which place, day, date and time you are requested to attend.
TAKE FURTHER NOTICE THAT you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you or your authorised signatory, is deposited at the registered office of the Transferor Company at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710, not later than 48 hours before the scheduled time of the commencement of the said meeting.
The Hon'ble High Court of Judicature at Bombay has appointed Mr. V R Galkar, Independent Director of the Applicant Company, and failing him, Ms. Ryna Karani, Independent Director of the Applicant Company, and failing her, Mr. S S Kohli, Independent Director of the Applicant Company and failing him, Mr. K Ravikumar, Independent Director of the Applicant Company to be the Chairman of the said meeting.
A copy of the Scheme, the explanatory statement under Section 393 of the Companies Act, 1956, Complaints Report, Observation Letters issued by National Stock Exchange of India Limited and BSE Limited, Fairness Opinion, Proxy Form and the Attendance Slip are enclosed herewith.

Sd/-
Place : Mumbai
V R Galkar
Date : May 6, 2016
Chairman appointed for the meeting
Registered Office:

Reliance Infrastructure Limited

H Block, 1st Floor

Dhirubhai Ambani Knowledge City

Navi Mumbai 400 710

CIN: L99999MH1929PLC001530


3

Notes :
(1) All alterations made in the form of proxy should be initialled. 
(2) Only registered equity shareholders of the Transferor Company may attend and vote (either in person or by proxy or by authorised representative under Section 112 and 113 of the Companies Act, 2013) at the equity shareholders' meeting. The authorised representative of a body corporate which is a registered equity shareholder of the Transferor Company may attend and vote at the equity shareholders' meeting, provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate is deposited at the registered office of the Transferor Company not later than 48 hours before the scheduled time of the commencement of the meeting authorising such representative to attend and vote at the equity shareholders' meeting. 
(3) Foreign Institutional Investors (FIIs) who are registered Equity Shareholder(s) of the Transferor Company would be required to deposit certified copies of Custodial resolutions/Power of Attorney, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of the Transferor Company not later than 48 hours before the meeting. 
(4) Registered equity shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Transferor Company in respect of such joint holding will be entitled to vote. 
(5) A registered equity shareholder of the Transferor Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Transferor Company. The Proxy Form duly completed should, however, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. A person can act as proxy on behalf of shareholders not exceeding fifty (50) in number and/ or holding in aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by shareholder(s) holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 
(6) Shareholders are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Applicant Company for admission to the meeting hall. Shareholders who hold shares in dematerialized form are requested to bring in their Client ID and DP ID numbers for identification. 
(7) The notice is being sent to all Shareholders, whose name appeared in the Register of Members as on 29th April, 2016. This notice of the court convened meeting of the Shareholders of the Company is also displayed/ posted on the website of the Company. 
(8) In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Transferor Company has provided the facility to Members to exercise their votes on resolution through e-voting facility arranged by M/s. Karvy Computershare Private Limited ("Karvy") and the business contained in the notice may be transacted through such voting. Instructions for e-voting are given in the e-voting instruction slip. 
Notes for e-voting:
(9) The e-voting period commences on 3rd June, 2016 (9.00 a.m.) and ends on 5th June, 2016 (5.00 p.m.). During this period, shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date which shall be 30th May, 2016 may cast their vote electronically. The e-voting module shall be disabled by Karvy for voting thereafter. 

4

(10) For the purpose of dispatch of this Notice, Shareholders of the Company holding shares either in physical form or in dematerialised form as on 29th April,2016 have been considered. 
(11) Members who have acquired shares after the dispatch of this Notice and before the cut-off date i.e.30th May, 2016, may approach the Company/Karvy for issuance of the User ID and Password exercising their right to vote by electronic means. 
(12) Voting rights of each member shall be reckoned as on the cut-off date which is 30th May, 2016 and any recipient of this notice who has no voting rights as on the aforesaid date should treat the same as intimation only. 
(13) The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Transferor Company as on cut off date. A person, 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 only shall be entitled to avail the facility of remote e-voting as well as voting at the meeting through ballot paper. Any person who acquires shares of the Transferor Company and becomes the member of the Transferor Company after the 
cut-off date i.e. 30th May, 2016 shall not be eligible to vote either through e-voting or at Court Convened Meeting. 
(14) Members can opt for only one mode of voting, i.e. either through ballot papers at Court Convened Meeting or e-voting. In case members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through ballot papers at Court Convened Meeting shall be treated as invalid. 
(15) Members who have cast their vote by remote e-voting prior to the Court Convened Meeting may also attend the meeting but shall not be entitled to cast their vote again. 
(16) Shri Anil Lohia and in his absence Shri Rinkit Uchat, Partners of M/s. Dayal & Lohia, Chartered Accountants has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. 
(17) The Scrutinizer shall, immediately after the conclusion of voting at the meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than two days of conclusion of the meeting a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. 
(18) The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.rinfra.com and on the website of https://evoting.karvy.com within two days of the passing of the 
resolution at the Court Convened Meeting (CCM) on 6th June, 2016 and communicated to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), where the shares of the Company are listed. 


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