Ruchi Soya Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 08, 2010, inter alia, has approved the Scheme of Amalgamation of Palmtech India Ltd ('PTIL') with Ruchi Soya Industries Ltd ('Ruchi Soya'). PTIL is engaged, inter alia, in the business of development of Oil palm plantation and processing of oil palm fruits. 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: April 01, 2009. (b) All assets and liabilities of PTIL would be transferred to Ruchi Soya. (c) As consideration for merger 19 equity shares of Rs. 2/- each of Ruchi Soya would be issued for every 25 equity shares of Rs. 2 each held by shareholders of PTIL. The share exchange ratio has been arrived at on the recommendation provided by SSPA & Co., Chartered Accountants. 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 30,64,29,060 equity shares of Rs. 2/- each which will increase on account of this merger to 32,67,59,060 equity shares of Rs. 2/- each. The promoters' holding on fully diluted basis will decrease from 53.64% to 50.30% The Scheme has also been approved by the Board of Directors of Palm Tech India Ltd. KPMG India Pvt Ltd was appointed as Tax Advisors for the scheme. Ruchi Soya Industries Ltd has informed BSE that a meeting of Executive Committee of Board of Directors of the Company was held August 25, 2010, following is the outcome of the meeting : The Board of Directors of the Company had on February 08, 2010 approved the Scheme of Amalgamation of Palm Tech India Ltd. with the Company. Pursuant to same, the necessary approvals of stock exchanges were sought and the shareholders of the Company, in a court convened meeting held on April 27, 2010, approved the said Scheme of Amalgamation. The Hon'ble High Court of Judicature of Bombay vide its order dated July 09, 2010, approved the said Scheme of Amalgamation of Palm Tech India Ltd with the Company. The Executive Committee of the Board of Directors in its meeting held on August 25, 2010 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 August 25, 2010, thereby making the Scheme effective. Pursuant to the Scheme, the Committee has authorized the Company representatives to issue 19 equity shares of Rs. 2/- each of Ruchi Soya for every 25 equity shares of Rs. 2/- each held by the shareholders of Palm Tech India Ltd. (As Per BSE Announcement Website dated on 26.08.2010) Ruchi Soya Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 25, 2010, has allotted 2,03,30,000 equity shares of Rs. 2/- each of the Company to the shareholders of Palm Tech India Ltd. pursuant to Scheme of Amalgamation between Palm Tech India Ltd. and Ruchi Soya Industries Ltd. and their respective shareholders duly approved by the Hon'ble High Courts of appropriate jurisdictions and implemented by the Board of Directors of the Company. Post such allotment the paid-up capital of the Company is Rs. 62.20 crores divided into 31,09,89,110 equity shares of Rs. 2/- each. (As Per BSE Announcement Website dated on 27.09.2010)