Ruchi Soya Industries Ltd has informed BSE that the meeting of the Board of Directors of the Company was held on November 16, 209. Inter alia, has transacted the following: 1. The Board of Directors has reviewed the Company's activities in the palm oil business and resolved to increase its presence in the promotion and development of Oil Palm plantation and extraction business by actively exploring, examining and evaluating various business opportunities as a part of its backward integration. 2. In line with the above, the Board has decided to pursue the implementation of MOUs signed by the Company with various State Governments for promotion of cultivation of oil palm plantation in various parts of India as part of procurement rights of the Company and processing of Oil Palm fruits. The approx potential area of oil palm plantation as per the preliminary estimates by the Company is around 89000 Hectares. 3. Further, the Board of Directors of the Company has approved the Scheme of Amalgamation and Arrangement of Mac Oil Palm Ltd. ('Mac Oil'), a Company belonging to Promoters' group, with Ruchi Soya Industries Ltd. ('Ruchi Soya'). Mac Oil is engaged, interalia, in the business of development of Oil palm plantation and processing of oil palm fruits. Mac Oil currently has exclusive procurement rights of oil palm planted on around 8300 Hectares of land in the State of Andhra Pradesh and the potential exists to increase the area to 20,000 Hectares. Mac Oil owns a large nursery for development of oil palm saplings and oil palm crushing mill having capacity of 86,400 MT per annum. It has also recently constructed another unit with a crushing capacity of 1,72,800 MT per annum expandable to 3,45,600 MT per annum at a marginal capital expenditure. The business of Mac Oil is closely connected with over 3000 farmers. 4. The Scheme will be subject to requisite approvals as may he required. The salient features of the scheme are as under: a) Merger Appointed Date: April 01, 2009. b) All assets and liabilities of Mac Oil would be transferred to Ruchi Soya. c) As consideration for merger 20 equity shares of Rs. 2 each of Ruchi Soya would be issued for every 67 equity shares of Rs. 2 each held by shareholders of Mac Oil. 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 29,14,29,060 equity shares of Rs. 2/- each which will increase on account of this merger to 30,64,29,060 equity shares of Rs. 2/- each. The promoters' holding on fully diluted basis will increase from 51.25% to 53.64%. KPMG India Pvt. Ltd. was appointed as Tax Advisors for the scheme. Ruchi Soya Industries Ltd has informed BSE that a court convened meeting of the Equity Shareholders of Ruchi Soya Industries Ltd was held, as per directions of Hon'ble High Court of Bombay, for the purpose of considering and approving the Scheme of amalgamation and arrangements of Mac Oil Palm Ltd, and Ruchi Soya Industries Ltd and their respective shareholders and utilization of General Reserve and business development reserve. A poll in respect of the resolutions given in the notice was taken at the said meeting. The Company has submitted to BSE a copy of the Scrutinizers Report showing the result of poll. (As Per BSE Announcement Website dated on 12.03.2010) 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 - A. Merger of Mac Oil Palm Limited - The Board of Directors of the Company had on November 16, 2009 approved the Scheme of Amalgamation and Arrangement of Mac Oil Palm Limited with the Company. Pursuant to the same, the necessary stock exchange approvals were sought and the shareholders of the Company, in a court convened meeting held on March 11, 2010, approved the said Scheme of Amalgamation and Arrangement. The Hon'ble High Court of Judicature of Bombay vide its order dated May 07, 2010, approved the said Scheme of Amalgamation and Arrangement of Mac Oil Palm Limited with the Company. - The Board of Directors in its meeting held today have 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 July 03, 2010, thereby making the Scheme effective. Pursuant to the same, the Board has authorized the company representatives to issue 20 equity shares of Rs. 2 each of Ruchi Soya for every 67 equity shares of Rs. 2 each held by the shareholders of Mac Oil. (As Per BSE Announcement Website dated on 05.07.2010) Ruchi Soya Industries Limited has informed the Exchange that the Board of Directors at its meeting held on July 31, 2010 allotted 1,50,00,000 equity shares of Rs.2/- each of the Company to the shareholders of Mac Oil Palm Limited pursuant to Scheme of Amalgamation and Arrangement between Mac Oil Palm Limited and Ruchi Soya Industries Limited and their respective shareholders duly approved by the Hon'ble High Court of Bombay and implemented by the Board of Director of the Company. Post such allotment the paid-up capital of the Company is Rs.55.58 crores divided into 277888860 equity shares of Rs.2/-each. (As Per NSE Bulletin dated on 02.08.2010)