~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 627 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited and Ruchi Soya Industries Limited and their respective shareholders Sunshine Oleochem Limited, a Company incorporated } Under the provisions of Companies Act, 1956 } having its registered Office at 706, Tulsiani Chambers, } Nariman Point, Mumbai – 400 021 } …..Applicant Company Called Summons for Direction CORAM: S.J KATHAWALLA J DATE: 24th September 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th day of September 2010 of Mr. Santosh Kumar Dhamani, Authorised Representative of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited, the Applicant /Transferor Company and Ruchi Soya Industries Limited, the Transferee Company and their respective ~ 2 ~ shareholders is dispensed with in view of consents given by all Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 to C9 to the Affidavit in support of Company Summons for Direction. 2. The convening and holding of the meeting of the Preference Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited, the Applicant /Transferor Company and Ruchi Soya Industries Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all Preference Shareholders of the Applicant Company which are annexed as Exhibits D1 & D2 to the Affidavit in support of Company Summons for Direction. 3. The convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited, the Applicant/Transferor Company with Ruchi Soya Industries Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty of the Affidavit in support of Company Summons for Direction. Applicant Company undertakes to issue individual notices to all its Secured and Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. (S.J. KATHAWALLA J)