Unilever's initial acquisition of a 36.53 per cent stake held by UK-based Jokai did not require FIPB's clearance as it was an offshore deal. Another 15 per cent was picked via Lever nominee Lipton India Exports Ltd (LIEL).Legally, Unilever and its nominee hold 52.18 per cent. Though the balance 37.50 per cent rests with them, it is awaiting legal sanctity.

According to HLL finance controller and head of commercial services R Karunanithi, Unilever group and its nominees have a total holding of 89.68 per cent in Rossell Industries. The balance 10.32 per cent is held by minority shareholders.

LEIL nominee Prince Asirvatham (HLL group treasurer & head of mergers & acquisitions) said that the company would have made a second open offer, if it had mopped up over 90 per cent of the holding.

In an effort to clean up the balance sheet, Rossell Industries recorded a net loss of Rs 5.12 crore for the year ending December 31, 1999, against a Rs 5.81 crore loss in the previous fiscal. With prices improving, the management expects a better performance in the current fiscal.

At the annual general meeting held on Tuesday, most minority shareholders opposed a special resolution to shift the company's registered office to Mumbai by a show of hand. However, a poll carried out later gave contrary indications. Poll results showed that the resolution had 99.98 per cent of the votes cast in its favour.

Dhall told shareholders that the management is holding talks with the West Bengal government for shifting its registered office. "We are in correspondence with the West Bengal government on the issue", he said. He pointed out that relocating the registered office would facilitate better management. Minority shareholders also opposed two other ordinary resolutions related to passing of the accounts and a hike in remuneration for the company's auditors. Again, these were also passed in the voting that followed, by 99.99 vote exercised in favour of the resolutions.

Dhall said Unilever plans to import technology from its gardens in Kenya and Tanzania to plantations in Assam to enable them to have an all-through the-year produce. At present, gardens in Assam have a 9-month production period.

HLL, which owes nearly 15 per cent or Rs 1700 crore of its turnover to tea sales, buys about 150 to 160 million kg from auctions. It also grows 30mkg in its south Indian gardens, besides 33mkg in its gardens in Kenya and Tanzania.It is also a major buyer at auctions in Sri lanka. The company has chalked out a five-year modernisation plan aimed at uprooting old tea plants and planting new ones. The plan will include research and development, and the training of manpower. In response to shareholders queries, he said, "At the moment, we have no intention to change the logo". He also said that there are no immediate plans for a merger of Rossell Industries and HLL.