HLL has convened an extra-ordinary general meeting of its shareholders on July 5 for approving the merger of IPL with itself.

According to the company's application before the Bombay high court, Unilever Overseas Holding BV, which has 12,25,000 equity shares in IPL, will be issued 4,90,012 equity shares in line with the exchange ratio. IPL was a 51:49 joint-venture between HLL and Unilever Overseas. Following the merger, Unilever Overseas will be issued two equity shares of Rs 10 each against five equity shares held by it. HLL's stake of nearly 51 per cent in IPL's issued and subscribed capital of Rs 2.5 crore, will be cancelled.

IPL has an authorised capital of 5,00,000 ordinary shares of Rs 100 each. After its financial year closure to December 31, 1998, the company applied tothe Reserve Bank of India for converting its ordinary shares of Rs 100 into 10 equity shares of Rs 10 each.

In view of the proposed merger, IPL board had put on hold its proposed 1:1 rights issue. According to the company's annual report for the year ended December 1998, the company had sought RBI's approval for issuing and allotment of bonus shares. The report of the directors noted that, ``Necessary steps to implement the resolutions passed by the members in this regard would be taken no sooner the approval of the Reserve Bank of India is obtained.''

The merger application notes that HLL will issue shares to non-resident shareholders of IPL like YG Gutsatz and Unilever Overseas Holding BV holding 30 and 12,25,000 equity shares respectively.

Following the issue of shares to non-resident shareholders, HLL's total issued and subscribed equity shares of 19.92 lakh will increase to 19.97 crore equity shares.

Out of this, Unilever group held 10.16 crore equity shares (or 51.00401 per cent) throughUnilever Plc. With the issue of 4.90 lakh equity shares of Rs 10 each, Unilever's holding will increase to 10.21 crore equity shares of Rs 10 each or 51.12669 per cent of the total enhanced holding. It also has 2.04 crore equity shares of Rs 10 each fully paid to be issued after the scheme of amalgamation of Pond's (India) Ltd with HLL, which has been kept in the share capital suspense account.