HC asks Philips to hold shareholder meet on merger

The Calcutta High Court directed the Philips India to hold its shareholders meeting on October 5, 2004, for the purpose of considering the proposed scheme of merger of Philips Software Centre (PSCL)and Philips Medical Systems (India) (PMSL) with Philips India.

Philips Software is a Bangalore based company where the PMSL is a Mumbai based company.

Justice Ashim Banerjee ordered to hold the meeting of the Calcutta based Philips India's shareholders for considering the proposed scheme.

The directors of the three companies have already resolved the decision that PSCL and PMSL will be merged with Philips India which will be renamed Philips Electronics India.

The merger scheme said that one share of PSCL for every two of Philips India and 78 shares of PMSL for one share of Philips India.

In the petition, Philips India said that the merger reaffirmed the growing importance the parent attaches to India and its commitments to making things easier for all shareholder.

Ratnanko Banerjee and Aniket Agarwal counsel appeared for Philips India. The post-merger entity will have a turnover of Rs 2,000 crore with a total manpower of nearly 4,500. The new company will be headed by K Ramachandran who is currently the head of Philips India.

The merger and change of name will take effect after consents and approvals from the shareholders and the high courts concerned are received.

This is expected to conclude in March 2005 and will have an 'appointed date' of 1 April, 2004.

Bob Hoekstra, CEO, Philips Software Centre, said the merger will allow us to present a unified face of the brand to our stakeholders, and simplify the legal structure and enable seamless treasury operations.