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Ref: DCS/AMALIRT/24(f)/206/2013-14 August 22, 2013
The Company Secretary
E.I.D.Parry (India) Limited.
Dare House 234 N S C Bose Road
Parrys corner, Chennai, Tamil Nadu 600001
Dear Sir;

Sub: Observation letter regardinq the Scheme of Amalqamation of Sadashiva

Suqars Limited (WOS of E.I.D.Parry (India) Limited.with the company.

We referto your draft Scheme of Arrangement under Sections 391 to 394 of the Companies Act,
1956 involving Scheme of Amalgamation of Sadashiva Sugars Limited (WOS of E.I.D.Parry
(India) Limited.with the company.
The Exchange has noted the confirmation given by the Company stating that the scheme does not in any way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act,
1956, the rules, regulations and guidelines made under these Acts, and the provisions of the
Listing Agreement or the requirements of BSE Limited (BSE).
As required under SEBI Circular No.CIRICFDIDIL/512013 dated February 4, 2013, SEBI has vide its letter dated August 22, 2013 given the following comments on the draft scheme of arrangement:

a) "the company sha/1 du/y comply with various provisions of the Circu/ar." .

b) " the company sha/1 comply with the undertaking given vide letter dated July 15, 2013 regarding placing of the valuation report and the fairness opinion before the Audit Committee for recommendation before fi/fing the draft scheme before the Hon'ble High Court.

Accordingly, we hereby convey Exchange's 'No-objection' with limited reference to those matters having bearing on listingldelistinglcontinuous listing requirements within the provisions of the Listing Agreement, so as to enable you to file the scheme with the Hon'ble High Court.
Further you are also advised to bring the contents of this letter to the notice of your shareholders, ali relevant authorities as deemed fit, and also in your application for approvai of the scheme of arrangement.
The Exchange reserves its right to withdraw its No-objectionlapproval at any stage if the information submitted to the Exchange is found to be incomplete l incorrect l misleading l false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Bhuvana Sriram
Deputy Manager

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