Hindustan Lever Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on September 08, 2006, inter alia, to consider a proposal for amalgamation of Modern Food Industries Ltd (MFIL) with the Company and to settle the draft Scheme of Amalgamation after considering all other related and incidental matters.
Since MFIL is a wholly owned subsidiary of the Company, no share exchange ratio is envisaged nor has there been a need for carrying out a valuation exercise. MFIL shares held by the Company are proposed to be cancelled subject to the approval by shareholders and the High Courts at Delhi and Mumbai, upon the Scheme being sanctioned and effectuated.
The Board will also consider a proposal to demerge the assets of the Company at Jamnagar, Shamnagar and Daverashola plantations in Tamil Nadu into one or more subsidiaries as the Resultant Company and settle a Scheme of arrangement for the said purpose.
The Board of MFIL will also independently meet the same day, subsequent to the Company's meeting, to consider the aforesaid proposal for amalgamating with the Company and matters related thereto.
Demerger of the non-funtional factory land at Shamnagar and Jamnagar and the vacant leasehold land at Daverashola into three separate Resulting Companies, being 100% subsidiaries of the Company, with effect from October 01, 2006, for consideration by way of subscription to the shares of the respective Resulting Companies.
Draft Schemes, setting out the terms and conditions with regard to the above were duly approved by the Board in the said meeting and steps are now being taken to obtain the approval of the shareholders and the Hon'ble High Court of Judicature at Bombay and at Delhi for the Scheme of Amalgamation of MFIL and MFNIL with the Company.
The Company is also taking steps for the demerger proposal by way of filing an application pursuant to ection 391 to 394 of the Companies Act, for approval of the Scheme of Arrangement with the Companies and their respective members.
Further the Company has informed that, MFIL at its Board Meeting held on September 08, 2006 approved the proposal for its amalgamation with the Company while the board meeting of MFNIL in this regard is scheduled to be held on September 11, 2006.
(As per BSE Annocement website)
Hindustan Lever Ltd has informed BSE that the Board of Directors of Modern Food and Nutrition Industries Ltd (MFNIL) on September 12, 2006, has approved the proposal for merger of MFNIL (a 100% subsidiary of Modern Food Industries Ltd) with the Company, with effect from October 01, 2006.
Draft Schemes, setting out the terms and conditions with regard to the above were duly approved by the Board in the said meeting and steps are now being taken to obtain the approval of the shareholders and the Hon'ble High Court of Judicature at Bombay and at Delhi for the Scheme of Amalgamation of MFNIL with the Company.
(As per BSE Annocement website dated on 12/09/2006)
Hindustan Lever Ltd has informed BSE that pursuant to the order of the Hon'ble High Court of Judicature at Bombay a meeting of the equity shareholders of the Company will be held on October 30, 2006, for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangement involving Amalgamation proposed to be made between Modern Food Industries (India) Ltd and Modern Food and Nutrition Industries Ltd and the Company for transfer of the Undertakings of Modern Food Industries (India) Ltd and Modern Food and Nutrition Industries Ltd to the Company.
(As per BSE Announcement website dated on 06/10/2006)
Hindustan Lever Ltd has informed BSE that the members at their Court convened meeting held on October 30, 2006 have approved the Scheme of Arrangement involving Amalgamation of Modern Food Industries (India) Ltd and Modern Food and Nutrition Industries Ltd and the Company, with requisite majority.
(As per BSE Announcement website dated on 31/10/2006)
Hindustan Lever Ltd has informed BSE that with reference to the proceedings of the Court Convened Meetings of the Company held on October 30, 2006, to approve:
1. The Scheme of Arrangement involving Amalgamation of Modern Food Industries (India) Ltd and Modern Food and Nutrition Industries Ltd with the Company.
AND
Further the Company has informed that, with all the requisite approvals having been obtained, and filing of Orders with Registrar of Companies, the process of:
(i) merger of Modern Food Industries (India) Ltd (MFIL) & Modern Food and Nutrition Industries Ltd (MFNIL) with the Company has been completed on March 30, 2007.
It may be noted that in so far as MFIL is concerned, the Company, the Transferee Company holds 100% of the Issued and Subscribed Capital of MFIL and since MFNIL is a wholly owned subsidiary of MFIL, the Company, the transferee Company is the ultimate parent and holding Company of MFNIL and therefore consequent to the amalgamation, all the shares of MFIL and MFNIL would be cancelled and no fresh shares are proposed to be issued in terms of the Scheme of Amalgamation and hence there will be no alteration in the share capital of the Company.
(As Per BSE Announcement Website Dated on 13/04/2007) | Powered by Capital Market - Live News |
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