~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 103 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 Mac Oil Palm Limited and Ruchi Soya Industries Limited and their respective shareholders Ruchi Soya Industries Limited, a Company incorporated } Under the provisions of Companies Act, 1956 } having its registered Office at 408, Tulsiani Chambers, } Nariman Point, Mumbai – 400 021 } …..Applicant Company Called for Summons for Directions CORAM: S.J KATHAWALLA J DATE: 5th February 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of January 2010 of Mr. V. Suresh Kumar, Vice President, Corporate Finance of the Applicant Company, in support of Summons for Directions, IT IS ORDERED THAT: 1. The a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai – 400 018, India on Thursday the 11th day of March ~ 2 ~ 2010 at 11.30 AM for the purpose of considering and, if thought fit, approving with or without modifications, the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited, the Transferor Company, and Ruchi Soya Industries Limited, the Applicant /Transferee Company, and their respective shareholders . 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Amalgamation and Arrangement, copy of Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That at least 21 days clear days before the meeting to be held as aforesaid, notices convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Amalgamation and Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company and/or its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, one each in ‘Economic Times’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- ~ 3 ~ (a) advertise the Notice convening meeting as per form No. 38 (Rule 74); (b)issue Notice convening meeting of the equity shareholders as per from No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. Kailash Shahra, Chairman of the Applicant Company and in his absence Mr. Dinesh Shahra, Managing Director of the Applicant Company and in his absence Mr. Prabhu Dayal Dwivedi, Independent Director of the Applicant Company to be the Chairman of the said Meeting of the Equity Shareholders to be held on the 11th day of March 2010 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or on any other matter including the amendment/s to the Scheme of Amalgamation and Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) shareholders of the Applicant Company present in person. ~ 4 ~ 8. That the voting by proxy is permitted provided that proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at 408, Tulsiani Chambers, Nariman Point, Mumbai 400 021, India, not later than 48 hours before the said meeting as required under Rule 70 (2) of the Company Court Rules. 9. That the number of the shares of each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10. That 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 Mac Oil Palm Limited, the Transferor Company and Ruchi Soya Industries Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty three of the affidavit in support of Summons for Direction. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Secured and Unsecured Creditors. The said undertaking is accepted. 11. That in view of averments made in paragraph nineteen to twenty one of the affidavit in support of Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. However ~ 5 ~ the Applicant to move Special Resolution in the aforesaid meeting of the equity shareholders pursuant to provisions of Section 100 of the Companies Act, 1956. 12. That the Chairman or the Company represented by its Company Secretary to file an affidavit not less than 7 days before the date fixed for the holding of the meeting or the holding of the first of the meetings, as the case may be, and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with. 13. That the Chairman do report to this Court, the result of the said meeting within 21 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. (S.J. KATHAWALLA J)