Ruchi Soya Industries Ltd has informed BSE that a meeting of Board of Directors of the Company was held on July 03, 2010. Following is the outcome of the meeting - Review of FMCG activities and addition of production facilities 1. The Board of Directors have reviewed their operations in the FMCG segment and have decided to increase its focus on manufacture of soaps as an attempt to promote its brand 'Ruchi' to the masses. 2. In light of the same, the Board of Directors of the Company has approved the Scheme of Amalgamation ('Scheme') of Sunshine Oleochem Limited ('Sunshine' or 'SOL'), a company belonging to the Promoter's group, with Ruchi Soya Industries Limited. Sunshine is engaged, inter alia in the business of manufacture of toilet soap, soap noodles, fatty acid, glycerine and related products. Sunshine has a 225 TPD capacity for Splitting and Distillation, capacity of 96 TPD for manufacture of Soap Noodles and Toilet Soap, Glycerine production capacity of 55.5 TPD and a 64 TPD Hydrogenation production unit. 3. The Scheme will be subject to requisite approvals as may be required. The salient features of the Scheme are as under: (a) Merger Appointed Date: July 01, 2010. (b) All assets and liabilities of SOL would be transferred to Ruchi Soya. (c) As consideration for merger 1 (one) equity shares of Rs. 2 each would be issued for every 13 (Thirteen) equity shares of Rs. 2 each held by shareholders of SOL. Thus, it is proposed to issue 21,308,462 equity shares of Ruchi Soya to the shareholders of SOL. Out of the above, 13,600,000 shares will be issued in lieu of exercise of pending warrants of the Company in SOL, upon payment of balance consideration. Further, 1 (one) preference share of Rs. 100 each of Ruchi Soya will be issued for every 1 (one) preference share of Rs 100 each held by the shareholders of SOL. The share exchange ratio has been arrived at on the Valuation Report provided by SSPA & Co, Chartered Accountants and the Fairness Opinion Report has been provided by Fortress Capital Management Services Pvt. Ltd, a Registered Category / Merchant Banker. (d) The fully diluted equity capital of the Company is 326,759,060 equity shares of Rs. 2/- each, (including the current warrant outstanding and the pending ESOP), will increase on account of this merger to 334,467,522 equity shares of Rs. 2/- each. The promoters' holding on fully diluted basis (including conversion warrants and ESOPs) will increase from 50.30% to 51.44%. KPMG was appointed as tax advisors for the Scheme. Ruchi Soya Industries Ltd has informed BSE regarding results of the Poll conducted at the Court convened meeting of equity shareholders held on October 21, 2010. Ruchi Soya Industries Ltd has informed BSE regarding results of the Poll conducted at the Court convened meeting of equity shareholders held on October 21, 2010. - The proposed Scheme of Amalgamation and Arrangement of Sunshine Oleochem Ltd, the Transferor Company and Ruchi Soya Industries Ltd, the Applicant Company and their respective Shareholders ('the Scheme') be and is hereby approved. (For more details kindly refer Corporate Announcements on www.bseindia.com). (As Per BSE Announcement Dated on 22.10.2010) Ruchi Soya Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 17, 2011, inter alia, has transacted the following business: 1. Amalgamation of Sunshine Oleochem Ltd:- The Board of Directors of the Company had on July 03, 2010 approved the Scheme of Amalgamation and Arrangement of Sunshine Oleochem Ltd ('Sunshine') with the Company ('the Scheme'). Pursuant to the same, the necessary stock exchange approvals were sought and the shareholders of the Company, in a court convened meeting held on October 21, 2010, approved the said Scheme of Amalgamation and Arrangement. The Hon'ble High Court of Judicature of Bombay vide its order dated December 16, 2010, approved the said Scheme of Amalgamation and Arrangement of Sunshine Oleochem Limited with the Company. The Board of Directors in its meeting held on January 17, 2011, has taken the order of the Hon'ble High Court on record. Further, the certified copy of the High Court order has been filed with the Registrar of Companies on January 17, 2011, thereby making the Scheme effective. The appointed date under the Scheme is July 01, 2010. The Board, at its meeting held on January 17, 2011, also approved the following corporate actions : (i) Issue of 1 fully paid equity share of Rs.2 each of Ruchi Soya for every 13 fully paid equity shares of Rs. 2 each held by the equity shareholders of Sunshine. (ii) Issue of 1 fully paid preference share of Rs. 100 each of Ruchi Soya for every 1 fully paid up preference share of Rs. 100 each held by the preference shareholders of Sunshine. (iii) Cancellation of cross-holdings of Sunshine and Ruchi Soya, pursuant to the Scheme. Post such Corporate Actions, the paid-up Share Capital of the Company is Rs.68.51 crores divided in 33,25,26,472 equity shares of Rs.2/- each fully paid up and 2,00,000 - 6% Redeemable Cumulative Preference Shares of Rs. 100/- each fully paid up. Necessary compliances, including application of listing of 2,13,08,462 equity shares, will be made by the Company. (As Per BSE Announcement Website dated on 17.01.2011)