The Calcutta High Court on Tuesday approved the merger of Philips Glass India Ltd (PGIL), Punjab Anand Lamp Industries Ltd (PALI) and Electri Lamp Manufacturers (I) Ltd (ELMI) with the Philips India Ltd (PIL).
Responding to a petition filed by ELMI, a subsidiary of PIL, under Section 391 of the Companies Act 1956, Justice Ashim Kumar Bannerjee allowed the scheme of amalgamation of the merger of PALI, PGIL and ELMI with PIL.
The Central government had already sanctioned the proposal but the minority shareholders of PIL opposed the scheme. Justice Bannerjee, however, directed the PIL to purchase the shares of the minority shareholder at Rs 110 per share within a week.
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The court also directed to pay the statutory cost to the Central government.
Earlier, the majority shareholders of all the companies have approved the scheme of amalgamation at the meetings of the respective companies.
Sudipta Sarkar and Aniket Agarwal, counsel for ELMI, stated in the court that on April 26, 2002, the board of directors of all the four companies at their respective board meetings approved the scheme of amalgamation.
It was argued that the scheme envisages a share exchange ratio of 10 equity shares of PALI for every 11 equity shares of PIL and 7 equity of PGIL for every 1 share of PIL.
It was also stated that as ELMI is a wholly owned subsidiary of PIL, the scheme proposed cancellation of PIL