- (1.) The Counsel for the Applicant Company states that the present Scheme of Arrangement and Amalgamation ("Scheme") involves (a) the demerger of the Film Production Undertaking, inter-alia, the undertaking, business, activities and operations of Balaji Motion Pictures Limited ("Demerged Company") as on 1 April 2016 including all the assets, liabilities, deposits and balances, investments, contracts, exploitation rights, intellectual property rights, licenses, employees and books and records pertaining to such business of the Demerged Company relating to producing, co-producing, recording, reproducing, duplicating, processing, acquiring or otherwise coming into possession of motion pictures, cinematographic films, feature films, or any other films or audio/visual content, whether in India or abroad and whether in any Indian or foreign language and its transfer as a going concern to Balaji Telefilms Limited ("Applicant Company"/"Transferee Company") ("Demerger"); and (b) the amalgamation of Bolt Media Limited ("Transferor Company") with the Applicant Company, as a going concern, together with all the properties, assets, rights, liabilities, benefits and interest therein ("Amalgamation").
(2.) The Counsel for the Applicant Company further states that the Applicant Company is engaged in the business of production of non-fiction, fiction, reality, factual television shows, event management, branded entertainment, digital content, consultancy and creative services related to it and also in the production and distribution of motion pictures.
(3.) The Counsel for the Applicant Company further submits that the rationale for the Scheme is as under: "(a) The Demerged Company and the Transferor Company are wholly owned subsidiaries of the Applicant Company. Further, the Demerged Company, the Transferor Company and the Applicant Company are engaged in similar business. The Demerger and the Amalgamation will enhance efficiencies and combine similar business interest into one corporate entity, resulting in operational synergies, simplification, focused management, streamlining and optimization of the group structure and efficient administration. (b) Pursuant to the Demerger and the Amalgamation, the Applicant Company will have enhanced shareholder's value accruing from consolidation of the business operations resulting in economies of scale, improving allocation of capital, operational efficiency, integration of processes and optimizing cash flows, thus contributing to the overall growth prospects of the Applicant Company. The Scheme will enable the consolidation of the film production business in the Applicant Company, which is well established and has requisite expertise in the film production business. Further, the Demerger will enable the Demerged Company to concentrate on its core business of film distribution. (c) The Scheme is expected to enable pooling of resources of the Transferor Company, the Demerged Company and the Applicant Company resulting in more productive utilization of the said resources and cost and operational efficiencies which would be beneficial for all stakeholders.";