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IN THE SUPREME COURT OF INDIA

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IN THE SUPREME COURT OF INDIA

    IN THE SUPREME COURT OF INDIA

    CIVIL APPELLATE JURISIDCTION

    SPECIAL LEAVE PETITION (CIVIL) NO. 14997 OF 2009

IN THE MATTER OF:

Reliance Natural Resources Limited Petitioner

    Vs.

    Reliance Industries Limited Respondent

    AFFIDAVIT OF NIKHIL RASIKLAL MESWANI

     I, NIKHIL RASIKLAL MESWANI, son of late Shri Rasiklal Meswani, aged

    43 years, residing at 242, Rambha Apartments, 66, Napeansea Road, Mumbai 400 006, do hereby solemnly affirm and say as follows:

    1) I am a Director of Reliance Industries Limited, the Respondent herein.

    th June, 2009 in Appeal No. 844 of 2007 2) I have perused a copy of the judgement of the Hon’ble Division Bench of

    in Company Application No. 1122 of 2006 in Company Petition No. 731 of the Bombay High Court dated 15

    2005 (“High Court Order”). I have also perused the special leave petition

    filed by Reliance Natural Resources Limited filed in Special Leave Petition

    (Civil) No. 14997 of 2009 (“SLP”).

    3) This Affidavit is being filed by me to deal with the contentions raised in

    paragraph J of the Synopsis in the SLP.

    4) I am member of the Board of Directors of Reliance Industries Limited

    (“RIL”).

    5) I was present at the meetings of the Board of Directors of RIL held on 18

    th

    ndthJune, 2005, 2 August, 2005 and 5 August, 2005. I have reviewed the

    attached minutes of the meeting of the Board of Directors of RIL held on

    thnd18 June 2005 (relevant extract attached as Annexure-A), 2 August

    th2005 (relevant extract attached as Annexure-B) and 5 August 2005

     1

    (relevant extract attached as Annexure-C) and confirm that such minutes

    accurately reflect the proceedings of the Board of Directors at those

    meetings.

    th June 2005 (MoU). This is not 6) Paragraph J of the Synopsis to the SLP, creates a mistaken impression

    true. The said paragraph also alleges that the Board of Directors “acted that the Board of Directors accepted and approved the contents of the

    Memorandum of Understanding dated 18upon the MoU by constituting various committees to give a formal legal shape to the Settlement by way of a Scheme of Arrangement”. This also is

    not true.

    7) The Memorandum of Understanding (a part of which was tendered before

    the appeal court and marked as Exhibit 1) stated to have been entered into between Smt. Kokilaben D Ambani; Shri Mukesh D Ambani and Shri. Anil D. Ambani, as part of a family settlement, has never been placed before the Board of Directors nor has it ever been circulated to me, including, in particular, at the meeting of the Board of Directors of RIL held on 18

    th June 2005.

    8) For the sake of completeness, I state that I have never seen nor read the

    said Memorandum of Understanding. I further state that the contents of

    the said Memorandum of Understanding had not been disclosed to me

    then nor have I seen anything beyond Exhibit 1 aforesaid which has now

    been shown to me.

    9) At the meeting of the Board of Directors of RIL on 18th June, 2005, the

    Board was informed by the Chairman of the amicable resolution of the

    differences amongst the members of the Promoter Family. The Board of

    directors decided to authorize the Corporate Governance and

    Stakeholders Interface Committee of the Board (“Corporate Governance

    Committee”) to consider and submit a recommendation to the full board

    concerning a possible reorganization by means of a scheme of

    arrangement. The Board authorized the Corporate Governance

    Committee to retain the services of solicitors, chartered accountants,

     2

    merchant bankers, valuers and other experts. These matters are also duly

    reflected in the minutes of the Board Meeting of that day.

    10) The Scheme of Arrangement was recommended by the Corporate th

    Governance Committee and approved by the board of directors of RIL,

    August 2005.

    with certain amendments (of no relevance to the present case), on 5

    11) I crave leave to refer to and rely upon this Affidavit in SLP No.15033 of

    2009 filed by Reliance Natural Resources Limited against RIL.

    12) I state that whatever stated herein is true to my own knowledge and I

    believe the same to be true.

     DEPONENT

    VERIFICATION

     I, NIKHIL RASIKLAL MESWANI, son of late Shri Rasiklal Meswani, aged

    43 years, residing at 242, Rambha Apartments, 66, Napeansea Road, Mumbai 400 006, do hereby verify that the contents of the paras 1 to 11 of my above

    affidavit is true to my knowledge and belief, based on records available, and

    nothing material has been concealed therefrom.

     DEPONENT

     3

    IN THE SUPREME COURT OF INDIA

    CIVIL APPELLATE JURISIDCTION

    SPECIAL LEAVE PETITION (CIVIL) NO. 14997 OF 2009

IN THE MATTER OF:

    Reliance Natural Resources Limited Petitioner Vs.

    Reliance Industries Limited Respondent

    AFFIDAVIT OF HARDEV SINGH KOHLI

     I, HARDEV SINGH KOHLI, son of late Shri Darshan Singh, aged 75 years,

    residing at President Bungalow, RIL Site, PO Bhatha, Surat Hazira Road, Surat-

    394 510, Gujarat, do hereby solemnly affirm and say as follows:

    1) I am a Director of Reliance Industries Limited, the Respondent herein.

    2) I have perused a copy of the judgement of the Hon’ble Division Bench of

    the Bombay High Court dated 15

    th June, 2009 in Appeal No. 844 of 2007

    in Company Application No. 1122 of 2006 in Company Petition No. 731 of

    2005 (“High Court Order”). I have also perused the special leave petition

    filed by Reliance Natural Resources Limited filed in Special Leave Petition

    (Civil) No. 14997 of 2009 (“SLP”).

    3) This Affidavit is being filed by me to deal with the contentions raised in

    paragraph J of the Synopsis in the SLP.

    4) I am member of the Board of Directors of Reliance Industries Limited

    (“RIL”).

    5) I was present at the meetings of the Board of Directors of RIL held on 18

    th

    ndthJune, 2005, 2 August, 2005 and 5 August, 2005. I have reviewed the

    attached minutes of the meeting of the Board of Directors of RIL held on

    thnd18 June 2005 (relevant extract attached as Annexure-A), 2 August

    th2005 (relevant extract attached as Annexure-B) and 5 August 2005 4

    (relevant extract attached as Annexure-C) and confirm that such minutes

    accurately reflect the proceedings of the Board of Directors at those

    meetings.

    th June 2005 (MoU). This is not 6) Paragraph J of the Synopsis to the SLP, creates a mistaken impression

    true. The said paragraph also alleges that the Board of Directors “acted that the Board of Directors accepted and approved the contents of the

    Memorandum of Understanding dated 18upon the MoU by constituting various committees to give a formal legal shape to the Settlement by way of a Scheme of Arrangement”. This also is not true.

    7) The Memorandum of Understanding (a part of which was tendered before

    the appeal court and marked as Exhibit 1) stated to have been entered into between Smt. Kokilaben D Ambani; Shri Mukesh D Ambani and Shri. Anil D. Ambani, as part of a family settlement, has never been placed before the Board of Directors nor has it ever been circulated to me, including, in particular, at the meeting of the Board of Directors of RIL held on 18

    th June 2005.

    8) For the sake of completeness, I state that I have never seen nor read the

    said Memorandum of Understanding. I further state that the contents of

    the said Memorandum of Understanding had not been disclosed to me

    then nor have I seen anything beyond Exhibit 1 aforesaid which has now

    been shown to me.

    9) At the meeting of the Board of Directors of RIL on 18th June, 2005, the

    Board was informed by the Chairman of the amicable resolution of the

    differences amongst the members of the Promoter Family. The Board of

    directors decided to authorize the Corporate Governance and

    Stakeholders Interface Committee of the Board (“Corporate Governance

    Committee”) to consider and submit a recommendation to the full board

    concerning a possible reorganization by means of a scheme of

    arrangement. The Board authorized the Corporate Governance

    Committee to retain the services of solicitors, chartered accountants,

     5

    merchant bankers, valuers and other experts. These matters are also duly

    reflected in the minutes of the Board Meeting of that day.

    10) The Scheme of Arrangement was recommended by the Corporate th

    Governance Committee and approved by the board of directors of RIL,

    August 2005.

    with certain amendments (of no relevance to the present case), on 5

    11) I crave leave to refer to and rely upon this Affidavit in SLP No.15033 of

    2009 filed by Reliance Natural Resources Limited against RIL.

    12) I state that whatever stated herein is true to my own knowledge and I

    believe the same to be true.

     DEPONENT

    VERIFICATION

     I, HARDEV SINGH KOHLI, son of late Shri Darshan Singh, aged 75 years,

    residing at President Bungalow, RIL Site, PO Bhatha, Surat Hazira Road, Surat-

    394 510, Gujarat, do hereby verify that the contents of the paras 1 to 11 of my

    above affidavit is true to my knowledge and belief, based on records available,

    and nothing material has been concealed therefrom.

     DEPONENT

     6

    IN THE SUPREME COURT OF INDIA

    CIVIL APPELLATE JURISIDCTION

    SPECIAL LEAVE PETITION (CIVIL) NO. 14997 OF 2009

IN THE MATTER OF:

    Reliance Natural Resources Limited Petitioner Vs.

    Reliance Industries Limited Respondent

    AFFIDAVIT OF HITAL RASIKLAL MESWANI

     I, HITAL RASIKLAL MESWANI, son of late Shri Rasiklal Meswani, aged

    41 years, residing at Woodlands, Flat No.C-23/24, 67, Peddar Road, Mumbai

    400 026, do hereby solemnly affirm and say as follows:

    13) I am a Director of Reliance Industries Limited, the Respondent herein.

    14) I have perused a copy of the judgement of the Hon’ble Division Bench of

    the Bombay High Court dated 15

    th June, 2009 in Appeal No. 844 of 2007

    in Company Application No. 1122 of 2006 in Company Petition No. 731 of

    2005 (“High Court Order”). I have also perused the special leave petition

    filed by Reliance Natural Resources Limited filed in Special Leave Petition

    (Civil) No. 14997 of 2009 (“SLP”).

    15) This Affidavit is being filed by me to deal with the contentions raised in

    paragraph J of the Synopsis in the SLP.

    16) I am member of the Board of Directors of Reliance Industries Limited

    (“RIL”).

    17) I was present at the meetings of the Board of Directors of RIL held on 18

    th

    ndthJune, 2005, 2 August, 2005 and 5 August, 2005. I have reviewed the

    attached minutes of the meeting of the Board of Directors of RIL held on

    thnd18 June 2005 (relevant extract attached as Annexure-A), 2 August

    th2005 (relevant extract attached as Annexure-B) and 5 August 2005 7

    (relevant extract attached as Annexure-C) and confirm that such minutes

    accurately reflect the proceedings of the Board of Directors at those

    meetings.

    th June 2005 (MoU). This is not 18) Paragraph J of the Synopsis to the SLP, creates a mistaken impression

    true. The said paragraph also alleges that the Board of Directors “acted that the Board of Directors accepted and approved the contents of the

    Memorandum of Understanding dated 18upon the MoU by constituting various committees to give a formal legal shape to the Settlement by way of a Scheme of Arrangement”. This also is not true.

    19) The Memorandum of Understanding (a part of which was tendered before

    the appeal court and marked as Exhibit 1) stated to have been entered into between Smt. Kokilaben D Ambani; Shri Mukesh D Ambani and Shri. Anil D. Ambani, as part of a family settlement, has never been placed before the Board of Directors nor has it ever been circulated to me, including, in particular, at the meeting of the Board of Directors of RIL held on 18

    th June 2005.

    20) For the sake of completeness, I state that I have never seen nor read the

    said Memorandum of Understanding. I further state that the contents of

    the said Memorandum of Understanding had not been disclosed to me

    then nor have I seen anything beyond Exhibit 1 aforesaid which has now

    been shown to me.

    21) At the meeting of the Board of Directors of RIL on 18th June, 2005, the

    Board was informed by the Chairman of the amicable resolution of the

    differences amongst the members of the Promoter Family. The Board of

    directors decided to authorize the Corporate Governance and

    Stakeholders Interface Committee of the Board (“Corporate Governance

    Committee”) to consider and submit a recommendation to the full board

    concerning a possible reorganization by means of a scheme of

    arrangement. The Board authorized the Corporate Governance

    Committee to retain the services of solicitors, chartered accountants,

     8

    merchant bankers, valuers and other experts. These matters are also duly

    reflected in the minutes of the Board Meeting of that day.

    22) The Scheme of Arrangement was recommended by the Corporate th

    Governance Committee and approved by the board of directors of RIL,

    August 2005.

    with certain amendments (of no relevance to the present case), on 5

    23) I crave leave to refer to and rely upon this Affidavit in SLP No.15033 of

    2009 filed by Reliance Natural Resources Limited against RIL.

    24) I state that whatever stated herein is true to my own knowledge and I

    believe the same to be true.

     DEPONENT

    VERIFICATION

     I, HITAL RASIKLAL MESWANI, son of late Shri Rasiklal Meswani, aged

    41 years, residing at Woodlands, Flat No.C-23/24, 67, Peddar Road, Mumbai 400 026,, do hereby verify that the contents of the paras 1 to 11 of my above

    affidavit is true to my knowledge and belief, based on records available, and

    nothing material has been concealed therefrom.

     DEPONENT

     9

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