Zicom Electronic Security Systems Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 02, 2007, has considered and approved purchase of 100% shareholding in Zicom Global Security Pvt Ltd ("Zicom Global"), whose name will be suitably charged to reflect the business of Consumer Service (Retail) Group of the Company. The Board of Directors has also considered and approved the Scheme of Arrangement ('Scheme') pursuant to section 391 to 394 and other applicable provisions of the Companies Act, 1956 for transfer of its Consumer Service (Retail) Group Business to the said subsidiary on a going concern basis.
Salient features of the Scheme as under:
- The Appointed Date for the Scheme is April 01, 2007.
- The Company would transfer its business related to Consumer Service Group to its subsidiary for cash consideration.
- After completion of necessary formalities related to transfer of business of Consumer Service Group of the Company, the Zicom Global would continue to remain 100% subsidiary of the Company and its result would be consolidated along with the Company's results.
- The Scheme is subject to all requisite consents, approvals of the requisite majority of the shareholders, the Hon'ble High Court of Judicature at Bombay, concerned Stock Exchanges, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.
Further the Company has informed that, the Board has appointed KPMG India Pvt Ltd, to advice the Company on the above transaction.
Source: BSE