1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 628 OF 2010 In the matter of Sections 391 to 394 read with Sections 100 to 105 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 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 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 abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th day of September, 2010 of Mr. V. Suresh Kumar, Vice President, Corporate Finance of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred , IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held on 21st day of October 2010 at 10.30 a.m., at Sunville Deluxe Pavillion, Sunville Building, 9, Dr. Annie Besant Road, Worli, 2 Mumbai: 400018, India for the purpose of considering and, if thought fit, approving with or without modifications, the Scheme of Amalgamation and Arrangement between Sunshine Oleochem 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 a copy of the Scheme of Amalgamation and Arrangement, a copy of the Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by Under Certificate of Posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known address. 3. That, in addition, at least 21 days clear days before the meeting to be held as aforesaid, notice 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 as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, (both having circulation in Mumbai). Publication thereof in Maharashtra Government Gazette is dispensed with. 3 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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:- (a) advertise the notice convening the meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity shareholders as per Form 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. Dinesh Shahra, Managing Director, of the Applicant Company and, in his absence, Mr. Sajeve Deora, Director of the Applicant Company and, in his absence, Mr Prabhu Dayal Dwivedi, Director of the Applicant Company, and in his absence Mr. N. Murugan, Director of the Applicant Company shall be the Chairman of the aforesaid meeting of the Equity Shareholders to be held at Sunville Deluxe Pavillion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai: 400018, India on 21st day of October 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 4 have all powers as per the Articles of Association and also 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 adjournment 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. 8. That the voting by proxy/authorised representative is permitted provided that proxy in the prescribed form /authorisation 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 not later than 48 hours before the said meeting as required under Rule 70(2) of the Companies (Court) Rules, 1959. 9. That the number of the shares held by 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 5 considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited, the Transferor Company, and Ruchi Soya Industries Limited, the Applicant /Transferee Company, and their respective shareholders is dispensed with in view of the averments made in paragraph twenty three of the affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to all its Secured and Unsecured Creditors. The said undertaking is accepted. 11. 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 and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with. 12. That the Chairman do report to this Court, the result of the said meeting within 15 days of the conclusion of the meeting and the said Report shall be verified by his affidavit. 13. That in view of averments made in paragraphs nineteen to twenty one of the Affidavit in support of Company Summons for Direction, inter-alia, stating that the proposed reduction of share capital does not involve the diminution of any liability in respect of unpaid share capital of payment to shareholders of any paid up share capital, and that the reduction will effected as a part of the proposed scheme, the procedure contemplated under Section 101(2) of the Companies Act, 6 1956 is dispensed with. The Applicant Company undertakes to pas Special Resolution approving the said Reduction in the above meeting of the Equity Shareholders. The said undertaking is accepted. (S.J. KATHAWALLA, J )