Unlike the extra-ordinary general meeting in December 1998 on the sale of the Salt Lake factory in Calcutta, today's AGM was an even battle between the well-organised employee-shareholders of Philips Employees Union Mumbai and over 20 employees from the Loni unit.

Both the groups came from Maharashtra but employees of the Loni unit were vociferous in favour of the Philips management's plan to sell the unit, which makes non-ceramic passive components.

Officials of Philips' media handling agency said the presence of pro-management employees was a merecoincidence and not scripted by the management.

Rowdy scenes were witnessed every now and then as over 40 shareholders decided to speak out their views. Even before the meeting, started a section of the employee-shareholders protested against DN Ghosh's chairing the meeting. They said Ghosh is a nominee of Philips' Dutch parent and so he would be looking after their interests.

Ghosh retired from the chairmanship after today's AGM, handing over the baton to SM Datta, former chairman of Hindustan Lever. The employees-shareholders were against Datta too, but their protests were futile and Ghosh chaired the meeting.

The shareholders forced polls on all but two resolutions--one relating to the retirement of Ghosh and the other to dematerialisation of Philips shares.

The most touching moment in the long session was the whole-hearted ovation for outgoing chairman Ghosh from all sections of shareholders and employees, including those who were against him. Most of the directors also participated in it.

"I amoverwhelmed," Ghosh said.

Some shareholders raised numerous questions regarding the sale of the Loni unit to BC Component India Pvt Ltd for Rs 32.5 crore as a going concern. They asked about the valuation of the unit, future of the employees and the appointment of the valuer KPMG.

The sale was defended by Loni's employees, who felt that the deal has gone in their favour, as they are sitting idle. When it came to the show of hands, the Loni employees were outnumbered by members of the Philips Employees Union Mumbai and their city colleagues.