(07-Oct-2005 Hours IST)
Ruchi Soya Industries Ltd. has informed the Exchange that the Board of Directors of the Company at their meeting held on October 06, 2005, considered and approved the following: 1) Composite Scheme of Arrangement and Amalgamation ("the Scheme") of General Foods Limited ('GFL') and Ruchi Health Foods Limited ('RHFL') and Ruchi Private Limited ('RPL') and Nutrela Marketing Private Limited ('NMPL') and Soya Processing, Vegetable Oils & Fats and Food businesses (other than dairy business) of Madhya Pradesh Glychem Industries Limited ('MPGIL') with Ruchi Soya Industries Limited ('RSIL' or 'the Company') and Anik Industries Private Limited ('Anik') with residual MPGIL and their respective shareholders u/s 391 to 394 of the Companies Act, 1956. 2) Scheme of Amalgamation of Param Industries Limited ('Param') with Ruchi Soya Industries Limited and their respective shareholders u/s. 391 to 394 of the Companies Act, 1956. 3) Scheme of Amalgamation of Aneja Solvex Limited ('Aneja') and Ruchi Credit Corporation Limited ('RCCL') with Ruchi Soya Industries Limited and their respective shareholders u/s. 391 to 394 of the Companies Act, 1956. The Appointed date for all the three Schemes is April 01, 2005. The salient features of the Scheme(s) are as under: (1) Merger of GFL, RHFL, Param, RPL, RCCL, and Aneja: (e) The share exchange ratio for the amalgamation is 4 (Four) equity shares of Rs.10 each of the Company for 29 (Twenty Nine) equity shares of Rs.10 each of RCCL held by the shareholders of RCCL. The Scheme is subject to requisite consents, approval of the requisite majority of the shareholders, lenders, creditors of the Company, Anik, GFL, MPGIL, Param, RHFL, RPL, RCCL, Aneja and NMPL, the Bombay and Delhi High Court, and the permission or approval of any other statutory or regulatory authorities which by law may be necessary for the implementation of the Scheme. The company has informed that pursuant to the Order of High Court of Judicature at Bombay a meeting of the equity shareholders of the Company will be held on January 25, 2006 for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement and Amalgamation of Anik Industries Pvt Ltd and General Foods Ltd and Madhya Pradesh Glychem Industries Ltd and Ruchi Health Foods Ltd and Ruchi Pvt Ltd and Nutrela Marketing Pvt Ltd and the Company and their respective shareholders. Further the Company has informed that pursuant to the Order of High Court of Judicature at Bombay a meeting of the Equity Shareholders of the Company will be held on January 25, 2006 or after the completion of the above meeting, which ever is later, for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangements embodied in the Scheme of Amalgamation of Aneja Solvex Ltd, (Transferor Company No 1) and Ruchi Credit Corporation Ltd (Transferor Company No 2) with the Company and their respective shareholders. Further the Company has informed that pursuant to the Order of High Court of Judicature at Bombay a meeting of the Equity Shareholders of the Company will be held on January 25, 2006 after completion of the meeting of equity shareholders of the Company to consider the Scheme of Amalgamation of Aneja Solvex Ltd and Ruchi Credit Corporation Ltd with the Company and their respective shareholders, whichever is later, for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangements embodied in the Scheme of Amalgamation of Param Industries Ltd with the Company and their respective shareholders. (As per BSE Bulletin dated on 03/01/2006) The company has informed that the equity shareholders at three Court convened meetings of the Company held on January 25, 2006, inter alia, have approved the following schemes of Arrangement and Amalgamation: 2. Scheme of Amalgamation of Aneja Solvex Ltd and Ruchi Credit Corporation Ltd with the Company and their respective shareholders. (As per BSE Bulletin dated on 30/01/2006) Ruchi Soya Industries Ltd. has informed the Exchange that the Hon'ble High Court at Mumbai has approved the following Scheme of Amalgamation :- 1) Scheme of Amalgamation of Aneja Solvex Ltd. (Aneja) and Ruchi Credit Corporation Ltd. (RCCL) with Ruchi Soya Industries Ltd. (RSIL) and their respective shareholders envisaging amalgamation of Aneja and RCCL into RSIL. (As per NSE Bulletin dated on 11/07/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of Ruchi Soya Industries Ltd. (Scrip Code: 500368, ISIN No: INE619A01019) are listed and permitted for trading on the Exchange with effect from Thursday, July 19, 2007. Securities 43,63,787* Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Ruchi Private Ltd., General Foods Ltd., Ruchi Health Foods Ltd., Ruchi Credit Corporation Ltd., and Param Industries Ltd., pursuant to Schemes of Amalgamation of the Company. Dist. Nos. 29925906 to 34289692 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that of above 9,16,449 Equity shares of the company, are under lock-in as per details given below and therefore these shares would not be good delivery in the market till then. The company has confirmed that these Equity shares are issued in physical form and the relevant share certificates have been enfaced with a stamp regarding its non - transferability. The details of non-transferable shares are given hereinbelow: Number of Shares Details of Dist. Nos. Date upto which lock in 9,16,449 33373244 to 34289692 31.07.2010 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a. The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Bombay vide itÆs orders dated June 30 and November 17, 2006 and by the Hon'ble High Court of Delhi vide it's order dated October 3, 2006. b. Appointed Date: April 01, 2005 c. Effective Date: September 4, 2006 d. Date of Allotment: December 23, 2006 e. Exchange Ratio : For every 2 (Two) Equity Shares of Rs.100/- each held in erstwhile Ruchi Private Ltd., 53 (Fifty Three) Equity shares of Rs.10/- each of the company have been issued. For every 33 (Thirty Three) Equity Shares of Rs.10/- each held in erstwhile General Foods Ltd., 20 (Twenty) Equity shares of Rs.10/- each of the company have been issued. For every 25 (Twenty Five) Equity Shares of Rs.10/- each held in erstwhile Ruchi Health Foods Ltd., 2 (Two) Equity shares of Rs.10/- each of the company have been issued. For every 29 (Twenty Nine) Equity Shares of Rs.10/- each held in erstwhile Ruchi Credit Corporation Ltd., 4 (Four) Equity shares of Rs.10/- each of the company have been issued. For every 3 (Three) Equity Shares of Rs.10/- each held in erstwhile Param Industries Ltd., 2 (Two) Equity shares of Rs.10/- each of the company have been issued. 4.The company's financial year ends on 31st March. 5. In case trading members require any clarification on the subject matter of the notice, they may please contact the undersigned on 22721233/34 Extn. No.8476 or Ms. Swati Sinha on Extn. No.8571. (As per BSE Notice dated on 18/07/2007)
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