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TOMCO It was one of the greatest coups in corporate history and was kept as total secret till the

very end by both the parties. The cash-starved Tomco attracted a lot of suitors like Nirma, Colgate, P&G-Godrej. On March 9, 1993, an announcement was made both by the Tomco and the HLL management regarding their intention to merge both the companies with effect from April 1, 1993. The Bombay Stock Exchange reacted to the announcement, with the share price of Tomco moving up from an opening of Rs 43.75 to Rs 52.50 at the end of the day. HLL share ended the day at Rs 356.25 from the opening of Rs 357.50. This mega merger also attracted its share of controversies with some sharesholders, workers unions and some consumer organisations filing appeals against the merger. Highlights of the Merger Proposal Appointed date: April 1, 1993 Exchange ratio: for every 15 shares of Tomco, two shares in HLL. All Tomco assets and liabilities to be taken over by HLL except the following: All the premises on the first floor of Bombay House presently occupied by Tomco or its associate companies; Trade marks relating to the use of the names 'Tata', 'Tomco', a 'Tata product'. Treatment of specified properties / rights: The following assets owned by Tomco would be transeferred or leased on a long-term basis to companies nominated by Tata Sons Ltd. at fair market value: Land and structure at Ernakulam, Kerala, earmarked for another company TCKL Leasehold land and building at Willingdon Island earmarked for TCKL Land at Bangalore 32 flats at Tata Housing Colony at Andheri, presently occupied by employees of Tomco Two other flats at Peddar Road and Ridge Road, Bombay Treatment of specified shares: The following shares/investments owned by Tomco would be transferred to Tata Sons Ltd. or its nominees at the prevailing market value and in the case of unlisted shares at the value determinced by Mr. Y.H. Malegam, senior partner, M/s S.B. Billimoria and Company. 3,96,800 equity shares of Rs 10 each in Lakme Ltd. 76,60,520 units of Unit Trust of India. Advances of Rs 336 lakh to TCKL. 24,800 shares in Aftaab Investments Company Ltd.

All guarantees provided by Tata Sons Ltd. and other Tata companies on behalf of Tomco would be taken over by HLL. Similarly, all guarantees provided by Tomco on behalf of other companies would also be taken over by Tata Sons Ltd. or its nominees. Tomco's preference capital would be redeemed. Merger would be contingent upon preferential allotment of shares to Unilever PLC at Rs 105 per share so that it could retain its subsidiary status. Accounting of Merger In the account for the year ended December 31, 1994 the following notes appear with regard to the merger of Tomco:

Pursuant to the scheme of amalgamation of the Tata Oil Mills Company Ltd. (Tomco ) with the company sanctioned by the Hon'ble Bombay High Court, during the year, the assets and liabilities of Tomco were transferred to and vested in the company with retrospective effect from 1st April 1993.The scheme has accordingly, been given to in these accounts.The financial results of the erstwhile Tomco for the nine month period 1 st April , 1993 to 31st December, 1993.The amalgamation has been accounted for under the ' pooling of interests ' method and, accordingly, the difference, aggregating Rs 6,74.76 lakh being the net assets taken over less the paid-up value of the shares of the company issued and other reserves assumed, has been added to the company's General Reserve. The Share Swap Ratio Tomco Share Capital: Paid-up equity capital 2,15,04,849 @ Rs 10 each Ratio: for every 15 Tomco= 2,15,04,848 2 / 15 Shares two HLL shares = 28,67,314 shares in HLL