New / Demerged Company is named Philips Domestic Appliances Limited
. The Scheme inter alia provides for (i) reorganization of the share capital and securities premium reserve account of Preethi by way of reduction in the face value of its fully paid up equity shares and reduction of its securities premium reserve account and return of the amounts so reduced to the shareholders of Preethi on a proportionate basis. The remaining amount in the securities premium reserve account shall be partly adjusted against the balance in the profit and loss account of Preethi to inter alia write off net accumulated losses of Preethi (“Proposed Re-organization”); (ii) transfer by way of demerger of the domestic appliances business undertaking of the Applicant Company including its shareholding in Preethi, as a going concern, to Philips Domestic Appliances, in consideration for the issuance of equity shares by Philips Domestic Appliances to the shareholders of the Applicant Company as per the share entitlement ratio approved by the boards of directors of the Applicant Company and Philips Domestic Appliances and reduction of the initial share capital of Philips Domestic Appliances held by the Applicant Company (“Proposed Demerger”); and (iii) subsequent amalgamation of Preethi into Philips Domestic Appliances (“Proposed Amalgamation”) and reorganization of the authorized share capital of Philips Domestic Appliances as provided under the Scheme (collectively, the “Proposed Restructuring”) pursuant to the provisions of Sections 230 - 232 of the Act, and such other provisions of the Act, as applicable (including any statutory modification(s) or re-enactment thereof), for the time being in force.
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