Hindustan Lever Ltd has announced 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.
2. The Scheme of Arrangement between the Company, Shamnagar Estates Pvt Ltd, Jamnagar Properties Pvt Ltd and Hindustan Kwality Walls Foods Pvt Ltd for the transfer of certain Units of the Company to Shamnagar Estates Pvt Ltd, Jamnagar Properties Pvt Ltd and Hindustan Kwality Walls Foods Pvt Ltd respectively.
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.
(ii) demerger and transfer of certain Units of the Company to Shamnagar Estates Pvt Ltd, Jamnagar Properties Pvt Ltd and Hindustan Kwality Walls Foods Pvt Ltd (now known as Daverashola Estates Pvt Ltd), (the Resulting Companies) respectively, has been completed on March 29, 2007.
As per the Order, the Demerged Units as defined in the Scheme are being transferred to the Resulting Companies from the Company, the Demerged Company.