1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 102 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 Mac Oil Palm 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. Sarvesh Shahra, Director, of the Applicant Company, in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or 2 without modification(s) the Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited, the Applicant /Transferor Company and Ruchi Soya Industries Limited, the Transferee Company and their respective shareholders is dispensed with in view of consent given by one equity shareholder holding 50249970 shares. Applicant Company undertakes to obtain consent from remaining six nominee equity shareholders holding 30 shares before the date of hearing of petition. The said undertaking is accepted. 2. 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 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 Summons for Direction. Applicant Company undertakes to issue individual notices to all its Creditors of the date of hearing of petition. The said undertaking is accepted. (S.J. KATHAWALLA J)