V Nallasenapathy, Member - (1.) The Counsel for the Applicant Companies states that the present Composite Scheme is an arrangement and amalgamation between Zee Digital Convergence Limited Che First Demerged Company") ; India Webportal Private Limited ("the Second Demerged Company") ; Zee Unimedia Limited ("the Third Demerged Company") ; Sarthak Entertainment Private Limited ("the Transferor Company") ; Zee Entertainment Enterprises Limited ("the Resulting Company" or "the Transferee Company") and their respective Shareholders ("Composite Scheme") under the provisions of Sections 230 to Section 232 read with Section 66 and other applicable provisions of the Companies Act, 2013.
(2.) The Counsel for the Applicant Companies further submit that: (a) The First Applicant Company is engaged in digital media and entertainment business pertaining to delivery of media content using Over the Top Technology ("OTT") and other technology(ies) including but not limited to live television, video on demand, pay per view or any other mode, to any internet enabled devices, including but not limited to mobile devices, laptop, tablets, desktop, computing devices, portable hand held devices etc, and Mobile Short Code (SMS) business, (b) The Second Applicant Company is engaged in media content management business inter alia by creation, conversion, digitization and distribution of media content through webportals, and providing digital infrastructure. application, facilities etc, providing E-mail platform and holds investment in 51% subsidiary Idea Shop Web & Media Pvt Ltd. (c) The Third Applicant Company is engaged in the media advertisement sale services business of selling advertisement space on various media platforms comprising of television, print and digital media. (d) The Fourth Applicant Company is engaged in the business of broadcasting of a general entertainment satellite television channel in Odiya language & sale of media content i.e. programs / film rights. (e) The Fifth Applicant Company is engaged in the business of broadcasting of general entertainment satellite televise channels in various languages; acting as distributor for other televise channels; and sale of media content including programs / films / music etc. The Equity and Preference Shares (other than Series B Unlisted Preference Shares) of the Fifth Applicant Company are listed on BSE Limited ("BSE") and National Stock Exchange of India ("NSE") .
(3.) The Counsel for the Applicant Companies further submit that the present Composite Scheme inter alia proposes for: (a) Demerger of Digital Media & Entertainment Business of the First Applicant Company ("Demerged Undertaking I") vesting with the Fifth Applicant Company; (b) Demerger of Media Content Management Business of the Second Applicant Company ("Demerged Undertaking 2") vesting with the Fifth Applicant Company; (c) Demerger of Media Advertisement Sale Services Business of the Third Applicant Company ("Demerged Undertaking 3") vesting with the Fifth Applicant Company; & (d) Amalgamation of the Fourth Applicant Company with the Fifth Applicant Company. with effect from Appointed Date of April 1, 2017 and as an integral part of the Scheme, cancellation of the paid-up Equity share capital and reduction of Securities Premium Account, if any respectively of the First, Second and the Third Applicant Companies, in accordance with the provisions of Section 66 of the Companies Act, 2013.;