105 was fixed in accordance with the new industrial policy of the Government of India announced on 24th July, 1991.
Faced with this situation, Mr. Dholakia sought to produce a valuation report made by another valuer, G. Rai Co., Chartered Accountants.
On 2nd August, 1993 Judges summons was taken out by Mr. M.C. Jajoo, praying inter alia for direction to M s. A,F, Ferguson and M s. N.M. Raiji Go.,
Individual numberices of the said meetings together with a companyy of the Scheme of Amalgamation, the statement as settled by the Company Registrar and as required under Section 393 l a and a proxy form were sent to companycerned members as required by law On 21st June, 1993 a joint companymunication to shareholders of TOMCO and HLL was also sent.
In the background of these facts, it cannot be said that the market price as on 17.6.93 did number reflect the true picture of the value of the Companys shares.
The Company suffered operating loss in the region of Rs.
332 of 1993 companynected with Company Application No.
251 of 1993.
Appeal No.
375 per share whereas the quoted price of TOMCO was Rs.
On 30th June, 1993 shareholders of HLL at their Extraordinary General Meeting approved by the requisite majority the proposed issue of shares to UL pursuant to Section 81 1A of the Act.
3.1992 based on audited and printed balance sheet of the Company was Rs.
Aggrieved by the said Judgment and order dated 3.3.94, sanctioning the Scheme of Amalgamation as many as five appeals were preferred under Section 391 7 of the Companies Act, 1956 in the Bombay High Court.
251 of 1993 filed by HLL also similar direction for companyvening meeting of the equity shareholders and creditors were issued by the Court on 29th April for companyvening the meeting on 30th June, 1993.
250 of 1993.
Appeal No.
By an order dated 3rd March, 1994, the Court under Section 391/394 of the Companies Act sanctioned the Scheme of Amalgamation of the Tata Oil Mills Company Limited TOMCO , the transferor, with the Hindustan Lever Limited HLL , the transferee.
Chartered Accountants, to give their opinion on the valuation report of Mr. Malegatn.
Appeal No.
16 crores and had to sell number only investments, but also fixed assets of the Company.
Accordingly, the Board of Directors of TOMCO put up a proposal before the Board of Directors of HLL.
Similar procedure was followed in this also.
58 per share whereas book value of equity share of HLL as on 31.12.1992 based on its audited and printed balance sheet was only Rs.
251 of 1993.
The Board of Directors of TOMCO companysidered various alternatives for TOMCO including its association with HLL which was a more prosperous and a larger Company operating in the same field of activities.
105 per share so as to ensure its post amalgamation shareholding level at 51 of the equity capital of HLL.
Both availed of he professional service of Mr. Y.H. Malegam, Senior Partner of M s. S.B. Billimoria and Company, Chartered Accountants, former President of Institute of Chartered Accountants and the Director of Reserve Bank of India, for the purposes of evaluation of the share price of two Companies in order to arrive at a fair share exchange ratio.
301 was filed by Consumer Action Group and other similar Organisations, in Company Petition No, 333 of 1993 companynected With Company Application No.
331 of 1994 was filed by the Consumer Education Research Centre in Company Petition No.
The appellants have number companye before this Court against the judgment of the Appeal Court dated 18th May, 1994.
28,35,12,965 ac cordingly.
332 of 1993 companynected with Company Application No.
Two independent valuers A.F. Ferguson and N.M. Raiji Co. had valued the shares and came to the companyclusion that exchange ratio of 152 was companyrectly determined by Mr. Malegam.
In all 13 amendments were proposed but more than 96 voted against the amendments.
On 19th March, 1993, Mr. Malegam gave valuation report and recommended an exchange ratio of two equity shares of HLL for every fifteen ordinary shares of TOMCO.
According to this report, book value of equity share of TOMCO as on 31.
Appeal No.
224 of 1994 was filed by the Hindustan Lever Employees Union in Company Petition No.
346 being the premium per share as per the revised guidelines and Rs.
244 of 1994 was filed by the Federation of Tata Oil Mills and Allied Companies Employees Unions in Company Petition No.
298 of 1994 was filed by Mr. Rabindra Hazari a shareholder of TOMCO in Company Petition No.
333 of 1993 companynected with Company Application No.
251 of 1993.
333 of 1993 companynected with Company Petition No.
250 of 1993.
The figure arrived at by the HLL was approved, it was stated by the Merchant Banking Division of Industrial Credit Investment Corpora tion of India Ltd. It was pointed out that number only the figure was found to be fair and reasonable by the authorities, but it was ensured further that UL will number transfer the shares for a minimum period of 7 years from the date of allotment and in the event of UL desiring to sell these shares at any time after seven years, but within 12 years from the date of the allotment, they would offer do so at the first instance in favour of other members of the companypany in fair and suitable manner at a price worked out by reference to price earning multiple of 15 as per the last published accounts of the companypany available at the time of such disposal.
The meeting of the creditors was held on 2nd July, 1993 under the chairmanship of Chairman of HLL, Mr. S.M. Datta, as directed by the Court, The meeting of equity shareholders was attended by 2,528 members including proxies holding 9,59,27,477 equity shares.
If the market price of the shares of the two Companies as on 17.6.93 is companypared, the quoted price of HLL was Rs.
95 being the premium per share approved by the shareholders and the approved Scheme of Amalgamation shall be kept in separate Share Premium Suspense Account by the Company till the final disposal of the Writ Petition.
Appeal No.
The Appeal Court dismissed all the five appeals.
The difference between Rs.
As against this, dividend paid on HLL shares was 42 in the years ending on 31.12.90 38.50 on enlarged capital after the issue of bonus shares in the ratio of 12 in the year ending on 31.12.91 and 42.00 again in the year ending on 31.12.92.
The said Share Premium Suspense Account will be dealt with in accordance with the final judgment of the Court in the Writ Petition.
Public numberices of the meetings were also issued through the print media.
95 per share to Unilever and appropriate an amount of Rs.
10 each fully paid up at a premium of Rs.
In Company Application No.
250 of 1993 filed by TOMCO the Court passed an order of 29th April, 1993 directing to call the meetings of the debenture holders, creditors, ordinary shareholders arid preference shareholders on 29th and 30th June, 1993, naming the Chairman of the meetings and calling upon him to submit the report within 21 days after companyclusion of the meeting, TOMCO filed the Notices and explanatory statements under Section 393 l a of the Act along with a proxy form before the Company Registrar, who after companysidering all objections settled the explanatory statements and approved the disclosures made therein.
It may be mentioned that i investments shares specified in Clause 5 have been realized and ii Clause 4 has been modified by the Company Court a by providing for transfer to Companies numberinated by the Directors of TOMCO in place of Tata Sons Ltd. and b by naming well reputed Chartered Accountants Government Valuers.
The position got worse in the year 1993 94.
