- (1.) The Counsel for the Applicants states that the present Scheme is an Arrangement between Sakal Papers Private Limited, the Demerged Company and SAAM Television Private Limited, the Resulting Company and their respective Shareholders. This Scheme of Arrangement provides for the transfer of Broadcasting Business' from Sakal Papers Private Limited, the Demerged Company to SAAM Television Private Limited, the Resulting Company, and the consequent discharge of consideration by the Resulting Company to the shareholders of the Demerged Company, pursuant to the relevant provisions of the Act.
(2.) The Counsel for the Applicants further submit that rationale for Scheme is as under - • Broadcasting business has significant potential for growth. • The nature of risk and returns involved in Broadcasting business is distinct and consequently it is capable of attracting a different set of investors, strategic partners, lenders and other stakeholders. • Broadcasting business has a different set of regulations to comply with, which includes restrictions on the extent of foreign investment depending on the business activity carried on by it. • To enable distinct focus of investors to invest in some of the key businesses and to lend greater focus to the operations of Broadcasting business, it is proposed to segregate and demerge the Broadcasting business to the Second Applicant Company. • The proposed demerger once completed would achieve the following benefits: • Simplification of the group structure; • Achieving operational and management efficiency by way of segregation of businesses; • Attribution of appropriate risk and valuation to different businesses based on their respective risk return profile and cash flows; and • More focused management and greater visibility on the performance of individual businesses"
(3.) That the meeting of the Equity Shareholders of the First Applicant Company be convened and held at 10 Floor, Akshay Comp, Pushpak Park, ITI Road, Aundh, Pune - 411007 on 16th day of June 2017 at 4.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed arrangement embodied in the Scheme of Arrangement between Sakal Papers Private Limited and SAAM Television Private Limited and their respective Shareholders.;