HIPOLIN Share price

The company was incorporated on 31st March 1994 as aPrivate Limited Company (The partnership firm of NavdeepChemicals which was formed on December 14 1985 wasconverted into a joint stock company having its meaningunder Section 566 of the Companies Act 1956) vide theincorporation Certificate No. 04-21719 under the name &style of Hipolin Detergents Private Limited. The Companywas converted into a Public Limited Company by the name ofHIPOLIN DETERGENTS LIMITED vide the fresh certificate ofincorporation obtained on July 6 1994. The Company hassince changed its name to HIPOLIN LIMITED vide resolutiondated June 25 1994 and obtained a fresh certificate ofincorporation dated July 6 1994 from The Registrar ofCompanies Gujarat at Ahmedabad.The Company had on July 14 1994 entered into an agreementwith the partners of M/s. Fresh Laboratories a partnershipconcern engaged in the business of trading/packing anddistribution of detergent powders and cakes under the brandname of HIPOLIN and manufacturing and exporting oftoothpaste and shaving cream whereby the Company has takenover the business of the partnership firm as a goingconcern. As a result of the agreement the Company hastaken over all the assets and liabilities of the concernand a consideration of Rs. 19 lacs has been paid to thepartners of the partnership firm. A copy of the saidagreement forms a part of the material documents to theprospectus.The Company had on July 19 1994 entered into an agreement withthe partners of M/s. Rumit Traders a partnership concem engaged inthe business of trading / packing and distnbution of detergent powdersand cakes under the brand name of HIPOLIN whereby the Companyhas taken over the business of the partnership firm as a going concern.As a result of the agreement the Company has taken over all theassets and liabilities of the concern and a consideration of Rts. 24 lacs has been paid to the partners of the partnership firm. A copy of the said agreement forms a part of the material documents to theprospectus.AMALGAMATIONTwo group Companies Hipolin Surfactants Pvt. Ltd. (HSPL)and Hipolin Products Ltd. (HPL) have been amalgamated withHipolin Ltd. (HL) with effect from April 1 1994 pursuantto the order of the High Court of Gujarat dated November17 1994.The Rationale of amalgamation is as follows :All the three Companies in this Scheme of Amalgamationbelong to the same management group. All of the Companiesare profit oriented concerns and have good growthpotential. The first transferor Company HPL is engagedmainly in the export of detergents and toothpastemanufactured by HL and other sister concerns. The secondtransferor Company HSPL has a wide network of dealers allover the country for selling the detergent powdermanufactured by HL (the transferee Company). Theamalgamation will bring all the manufacturing and marketingas well as the export activities under one head. Thefollowing benefits shall accrue to Hipolin Limited afterthe mergera) The amalgamation shall result in a saving of unnecessaryadministrative and operative coats and would therebyincrease the overall profitability.b) The merger shall afford the benefits of flexibility inmanufacturing and marketing.c) The merger shall allow better control and efficient &economical running of the business.As per the scheme of amalgamation approved by TheHonourable High Court at Gujarat each member of HSPL shallbe allotted 14 fully paid-up shares of Hipolin Ltd. forevery 10 shares held of HSPL and each member of HPL shallbe allotted 9 fully paid-up shares of Hipolin Ltd. forevery 10 shares held of HPL.The shares so allotted shall rank for dividend votingrights and in all other respects pari-passu with theexisting equity shares and preference shares of thetransferee company.The issued subscribed and paid-up share capital of HSPL ason the transfer date was Rs. 2900000 (290000 equityshares of Rs. 10/- each fully paid up). Shareholders ofHSPL have been alloted 14 fully paid-up shares of HL as perthe scheme of amalgamation for every 10 shares held of HSPLwhich aggregates to Rs. 4060000. The issued subscribedand paid-up share capital of HPL as on the transfer datewas Rs. 440000 (44000 equity shares of Rs. 10/- eachfully paid up). Shareholders of HPL have been alloted 9fully paid-up shares of HL as per the scheme ofamalgamation for every 10 shares held of HPL whichaggregates to Rs. 396000. The shares so alloted shallrank pari-passu in all respects with the existing equityshares. The exchange ratio has been arrived at based onthe valuation report of shares of HSPL HPL and HL.The salient features of the scheme of amalgamation asapproved by The High Court of Gujarat at Ahmedabad are :1. With effect from the 1st day of April 1994 (hereinaftercalled "the appointed day") the undertaking and all theproperties rights and powers of every description ofHipolin Products Ltd. (HPL) and Hipolin Surfactants Pvt.Ltd. (HSPL) (hereinafter referred to as "the transferorcompanies") without further act or deed be transferred toand vested in or deemed to be transferred to or vested inHipolin Ltd. (HL) (hereinafter called "the transfereecompany).2. All the liabilities and duties of the transferorcompanies with effect from the said appointed day also betransferred or deemed to be transferred without further actor deed to the transferee company so as to become theliabilities and duties of the transferee company.3. If any suit appeal or other proceeding of whatevernature by or against the transferor companies be pendingthe same shall not abate or be discontinued or be in anyway prejudicially effected by reason of the amalgamation byanything contained in this Scheme but the said suitappeal or other legal proceedings may be continuedprosecuted and enforced by or against the transfereecompanies in the same manner and to the same extent asagainst the transferor companies.4. Subject to other provisions contained in this Scheme allcontracts deeds bonds agreements and other instrumentsof whatever nature to which any of the transferor companiesare parties subsisting or having effect immediately beforeamalgamation shall be in full force and effect against orin favour of the transferee company.5. On amalgamation of the transferor companies with thetransferee company the services of all the employees of thetransferor companies shall stand transferred to thetransferee company on the terms and conditions not lessfavourable than those subsisting with reference to thetransferor companies and without entailing any break in thecontinuity of service.6. As from the first day of April 1994 the transferorcompanies shall be deemed to have carried on and to becarrying on its business on behalf other transferee companyuntil such time as this Scheme takes effect.7. On the Scheme becoming effective the transferorcompanies shall be dissolved without winding up.The Company is in the process of getting the assetsregistered in its name.The detailed order of the Honourable High Court of Gujaratat Ahmedabad alongwith the annexures to the same is amaterial document to this prospects and is kept open forinspection at the Company''s Regd. Office.The Auditors Repo of the Company as appearing in theProspectus has been drawn up after the amalgamation order wasreceived.o