October 15: The merger of Pond's India Ltd (PIL) with Hindustan Lever Ltd (HLL) was accomplished on Thursday with retrospective effect from January 1, 1998, which is the appointed date for the merger under the scheme of amalgamation.HLL on Thursday filed with the Registrar of Companies (RoC), Maharashtra, the drawn up order of the high court of Mumbai, over four weeks after the court approved the amalgamation on September 10, 1998.
PIL had already filed the drawn up order with the RoC, Tamil Nadu, on September 23, 1998, over six weeks after the high court of Madras approved the amalgamation on August 7, 1998. Clause 1.5 of the Scheme stipulated that the later of the two dates of filing of the court orders will be the effective date of the merger. Hence, the effective date of the amalgamation is October 15, 1998, retrospective from January 1, 1998.
The company petition filed by HLL before the Mumbai High Court and that filed by PIL before the Madras High Court were approved unopposed, said a company press release.
The press release said that with the filing of the drawn up orders, the assets, liabilities and businesses of PIL have become the assets, liabilities and businesses of HLL. It said that necessary steps were being taken toimplement the provisions of the scheme of amalgamation.
As a first step, notices have been delivered to the Bombay Stock Exchange, fixing the record date of February 15, 1999, for exchange of three HLL shares for every four PIL shares, the swap ratio approved by the two boards and shareholders.
The interim dividend of Rs 6 per share announced by PIL would now be paid by HLL as successor in interest to PIL shareholders entitled to it. Similarly, the second interim dividend of Rs 1.20 per share by PIL will be discharged by HLL to the PIL shareholders eligible to receive it. The second interim dividend has been declared by the PIL board with the prior concurrence of HLL as stipulated in the scheme.
The board of HLL is scheduled to meet on October 27, 1998, to take on record the provisional unaudited third quarter results of the company for the period ended September 30, 1998. The third quarter results will include the corresponding results of PIL, which means there would not be any separate announcement onPIL's third quarter results.
The two managements had announced the merger intention in February 1998 and had appointed YH Malegam, senior partner of SB Billimoria & Co, and Arun Gandhi, senior partner of NM Raiji & Co as joint valuers to recommend the share exchange ratio. The two boards met on March 16 this year to approve the swap ratio and the scheme of amalgamation. This was later approved by the shareholders of both the companies in their respective court convened meetings.
Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.