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   HUL- formerly known as HLL is India’s largest
    consumer products company with an annual turn over of Rs.
    13,000 Crores(2007)

   Brooke Bond- is a brand-name of tea owned Company by
    Unilever,formerly an independent manufacturer in the United
    Kingdom, known for its PG Tips brand and its Brooke Bond
    tea cards
   Insider trading is buying and selling of securities by the
    insider of a company who has price sensitive information
    about the company.

   It can be both legal as well as illegal.

   Having special knowledge is unfair to other investors who are
    oblivious to any such information
   Case analyzes the charges of insider trading by SEBI against
    the merger of HLL and BBLIL

   Controversy - Illegal purchase of BBLIL‟s 8 Lakhs shares by
    HLL, prior to public announcement of their merger.

   SEBI: suspected insider trading and conducted enquiries.
    SEBI issued a show cause notice to HLL
   HLL purchased 0.8 million shares of BBLIL from UTI at
    Rs.350.35 per share. Transaction took place on March 25,
    1996.

   On 19 April 1996, HLL notified the stock exchange of its
    proposal to merge with BBLIL.

   A day after the announcement of the merger, BBLIL scrip
    quoted@ Rs. 405 leading to a gain of 4.35 Crores for HLL.
   August 4, 1997, SEBI issued a show cause notice to HLL
    claiming that there was prima facie evidence of the company
    indulging in insider trading.

   Alleged HLL of using price sensitive information prior to its
    merger with BBLIL
 HLL(primary party) did not played an
  insider- trading role because it was one
  of the parties to the merger itself & not
  merely because of its connection to
  BBLIL.
 HLL said before transaction, the merger
  was the subject of wide market & media
  speculation. And after the formal
  announcement, press reports highlighted
  the fact that the merger was no surprise.
   HLL didn’t had any intension to make
    profit or loss by merging they just wanted
    to strengthen Unilivers shareholdings. So
    after the merger the company
    cancelled its BBLIL shareholding
 SEBI  unable to justify prosecutions of
  applicants.
 There is no reply from SEBI when ministry
  asked court to define clearly whether SEBI
  has the claimed powers to adjudicate a matter
  for prosecution.
 SEBI’S RULING SUFFERED FROM
  “PROCEDURAL LAPSES” and that it used
  powers beyond its juridistiction
   Generally it is difficult to determine whether there exists a case
    of insider trading.

   Merger definitely price sensitive information.

   HLL depleted its reserves for one specific shareholder at the
    expense of other share holders- violation of corporate
    governance
   After these mergers, it was clear that HLL wanted to follow in
    the footsteps of Unilever, its global parent, in India. As a result
    of the relaxation of controls after liberalization, the HLL group
    could operate in India in much the same way as Unilever did
    globally.
PRESENTED BY:-
     ARAVIND
       HIMANI
       KENNY
        NEETU
     DEEKSHA

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HLL-BBLIL Merger Insider Trading Case

  • 1.
  • 2. HUL- formerly known as HLL is India’s largest consumer products company with an annual turn over of Rs. 13,000 Crores(2007)  Brooke Bond- is a brand-name of tea owned Company by Unilever,formerly an independent manufacturer in the United Kingdom, known for its PG Tips brand and its Brooke Bond tea cards
  • 3. Insider trading is buying and selling of securities by the insider of a company who has price sensitive information about the company.  It can be both legal as well as illegal.  Having special knowledge is unfair to other investors who are oblivious to any such information
  • 4. Case analyzes the charges of insider trading by SEBI against the merger of HLL and BBLIL  Controversy - Illegal purchase of BBLIL‟s 8 Lakhs shares by HLL, prior to public announcement of their merger.  SEBI: suspected insider trading and conducted enquiries. SEBI issued a show cause notice to HLL
  • 5. HLL purchased 0.8 million shares of BBLIL from UTI at Rs.350.35 per share. Transaction took place on March 25, 1996.  On 19 April 1996, HLL notified the stock exchange of its proposal to merge with BBLIL.  A day after the announcement of the merger, BBLIL scrip quoted@ Rs. 405 leading to a gain of 4.35 Crores for HLL.
  • 6. August 4, 1997, SEBI issued a show cause notice to HLL claiming that there was prima facie evidence of the company indulging in insider trading.  Alleged HLL of using price sensitive information prior to its merger with BBLIL
  • 7.  HLL(primary party) did not played an insider- trading role because it was one of the parties to the merger itself & not merely because of its connection to BBLIL.  HLL said before transaction, the merger was the subject of wide market & media speculation. And after the formal announcement, press reports highlighted the fact that the merger was no surprise.
  • 8. HLL didn’t had any intension to make profit or loss by merging they just wanted to strengthen Unilivers shareholdings. So after the merger the company cancelled its BBLIL shareholding
  • 9.  SEBI unable to justify prosecutions of applicants.  There is no reply from SEBI when ministry asked court to define clearly whether SEBI has the claimed powers to adjudicate a matter for prosecution.  SEBI’S RULING SUFFERED FROM “PROCEDURAL LAPSES” and that it used powers beyond its juridistiction
  • 10. Generally it is difficult to determine whether there exists a case of insider trading.  Merger definitely price sensitive information.  HLL depleted its reserves for one specific shareholder at the expense of other share holders- violation of corporate governance  After these mergers, it was clear that HLL wanted to follow in the footsteps of Unilever, its global parent, in India. As a result of the relaxation of controls after liberalization, the HLL group could operate in India in much the same way as Unilever did globally.
  • 11. PRESENTED BY:- ARAVIND HIMANI KENNY NEETU DEEKSHA