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Exchange Disseminated Time 05/08/2016 08:40:36 | Smartlink Network Systems Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 04, 2016 and concluded at 08:15 P.M. The meeting inter alia transacted the following business:
1. Considered and approved the incorporation of two wholly owned subsidiaries in Goa, India with the names (a) Synegra EMS Limited ("EMS Subsidiary") and (b) Digisol Systems Limited ("Digisol Subsidiary"), (both together referred to as "Subsidiaries"), respectively. The Board of directors approved the investment by way of subscription in the equity share capital of the Subsidiaries of Rupees One Crore Each and other actions required for such incorporation.
2. Considered and approved the investment in the cumulative redeemable preference shares by the Company in one or more tranches in :
- Digisol Subsidiary to the extent of Rs. 44 crores and - EMS Subsidiary to the extent of Rs. 3.50 crores
in accordance with Section 179 and 186 of the Companies Act, 2013 ("Act"). The cumulative redeemable preference shares will be issued by Digisol Subsidiary and EMS Subsidiary at 10% (ten percent) dividend.
3. Considered and approved the slump sale of business operations comprises mainly of (a) the selling and marketing of various categories of networking and information technology (IT) products sold under brand name "Digisol" ("Digisol Business") to Digisol Subsidiary and (b) electronic manufacturing services business comprising mainly of manufacture of various categories of electronic and IT products ("EMS Business") to EMS Subsidiary, respectively ("Slump Sale"). The Slump Sale has been approved by the Board of Directors in terms of Sections 179 and 188 of the Act, subject to the requisite approvals of the shareholders of the Company in accordance with Sections 180(1)(a) and 188 of the Act and Regulation 23 of the Listing Regulations. The Slump Sale is also subject to compliance with applicable laws and receipt of relevant regulatory approvals and third party consents, as may be required.
4. Considered and approved the execution of business transfer agreements and other ancillary documents for the Slump Sale to be entered into between (a) Digisol Subsidiary and the Company; and (b) EMS Subsidiary and the Company, respectively. The Board of Directors considered and approved the completion of the transactions contemplated in the business transfer agreements and other ancillary documents.
5. Considered and approved the postal ballot notice in terms of Section 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules 2014 for approval of the shareholders of the Companies in accordance with Section 180(1)(a) and 188 of the Act and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). |
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