- (1.) The present Scheme is an arrangement among Reliance Big Broadcasting Private Limited ("Transferor Company 1") and Big Magic Limited ("Transferor Company 2") and Azalia Broadcast Private Limited ("Transferor Company 3") and Zee Entertainment Enterprises Limited ("Resulting Company") and various other matters consequential to arrangement or otherwise integrally connected therewith. The Scheme inter alia proposes for (i) the demerger of the general entertainment television channel business of the Transferor Company 1; (ii) the demerger of business undertaking comprising of acquiring content from producers and third parties of the Transferor Company 2; and (iii) the demerger of business undertaking comprising of the general entertainment television channel business of the Transferor Company 3, and vesting of the same with the Resulting Company. The respective undertakings being demerged shall hereinafter be collectively referred to as the "Demerged Undertakings" and the respective Transferor Company 1, Transferor Company 2 and Transferor Company 3 shall hereinafter be collectively referred to as the "Transferor Companies"). The learned Counsel for the Applicant Company states that the Applicant Company is inter alia engaged in the business of acquiring content from producers and third parties to be broadcasted by RBBPL on the channels owned and operated by it.
(2.) The rationale for the Scheme is as under: Demerger of the Demerged Undertakings of the Transferor Companies to the Resulting Company pursuant to this Scheme shall, inter alia, result in following benefits: i. In case of the Transferor Companies: A. helping the Transferor Companies in deleveraging its balance sheet, including reduction of debt and interest outgo as well as creation of value for the shareholders of the Transferor Companies; and B. consolidate/transfer of the television broadcasting business of Transferor Companies to the Resulting Company in an efficient manner. ii. In case of the Resulting Company: A. building strong capability to effectively meet future challenges in competitive business environment; B. strategic fit for serving existing market and also to cater additional volume linked to new consumers; C. synergies in operational process and creation of efficiencies by reducing time to market and benefitting customers as well as optimization of operation and capital expenditure; and D. leading to increased competitive strength, cost reduction and efficiencies, productivity gains by pooling the financial, managerial and technical resources, personnel capabilities, skills, expertise and technologies of the Transferor Companies and the Resulting Company thereby significantly contributing to future growth and maximizing shareholders value. The proposed demerger is expected to be beneficial to Transferor Companies and Resulting Company and their respective shareholders, creditors and all other stakeholders and will enable Transferor Companies and Resulting Company to achieve and fulfill their objectives more efficiently and economically.
(3.) That the meeting of the Equity Shareholders of the Applicant Company be convened and held at 401, 4th floor, INFINITI, Link Road, Oshiwara, Andheri West, Mumbai - 400053 on Monday, 8th May, 2017 at 11:00 P.M. and meeting of the Preference Shareholder be convened and held at 401, 4th floor, INFINITI, Link Road, Oshiwara, Andheri West, Mumbai - 400053 on Monday, 8th May, 2017 at 11:30 P.M., for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed arrangement embodied in the Composite Scheme of Arrangement among Reliance Big Broadcasting Private Limited ("Transferor Company 1"); and Big Magic Limited ("Transferor Company 2"); and Azalia Broadcast Private Limited ("Transferor Company 3"); and Zee Entertainment Enterprises Limited ("Resulting Company"); and their respective Shareholders ("Scheme").;