Allianz Securities Ltd has announced that the Board of Directors of the Company at its meeting held on February 22, 2007, inter alia, has considered and approved the proposal to restructure the business of the Company. This proposal is sought to be implemented in terms of a scheme of amalgamation under the provisions of Sections 391-394 of the Companies Act, 1956, a draft of which was placed before the Board, which will provide for the amalgamation of Almondz Capital Markets Pvt. Ltd. ("ACMPL") with the Company in consideration of which the Company will issue shares to the shareholders of ACMPL.
The Board of Directors of the Company has also considered and approved the valuation Report made by the independent valuers, being M/s. Dalal & Shah, Chartered Accountants in which, they have recommended a fair exchange ratio of 1:3, i.e. the Company shall issue and allot to the equity shareholders of ACMPL, whose names are recorded in the Register of Members of ACMPL as on the Record Date to be fixed by the Board of Directors of the Company or a duly constituted committee thereof, 1 Equity Share of Rs 6/- each, credited as fully paid up, in the Company for every 3 Equity shares of Rs 10/- each fully paid up held in ACMPL.
The above proposals are subject to the satisfaction of various conditions, including obtaining necessary approvals from the shareholders, creditors, regulatory authorities including those of the Stock Exchanges under the Listing Agreement and sanction of the scheme of amalgamation by the High Court of Delhi.
The scheme of amalgamation as approved by the Board shall be submitted to the relevant authorities in due course for their approval.