TMI Blog2021 (9) TMI 336X X X X Extracts X X X X X X X X Extracts X X X X ..... y, Member (T) ] The Petitioner Companies have preferred the present joint application under Sections 230-232 of the Companies Act, 2013 seeking sanction of this Tribunal to a Composite Scheme of Arrangement of Zonet Cable TV Private Limited and Zonet TV Private Limited and their respective Shareholders [ Scheme for short] with effect from the Appointed Date as mentioned in the Scheme. 2. The Rational of the proposed company Scheme is stated as under: i. The Demerged Company is engaged in 2 (two) distinct lines of business namely: (a) Information, Communication and Broadcasting service and uplink of News and Current Affairs Channel in all languages throughout India (collectively referred to as the Broadcasting Business ); an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme does not have any adverse effect on either the shareholders or the employees or the creditors of the Demerged Company. 3. This Company Petition was filed by Zonet Cable TV Private Limited (ZCTPL) the Demerged Company and Zonet TV Private Limited (ZTPL), the Resulting Company came up for hearing for sanction of Scheme of Arrangement between the Demerged and the Resulting Company and their respective shareholders. 4. The Petitioner Companies have submitted that the Board of Directors of the Demerged Company and the Resulting Company, have at their respective meetings, by resolutions passed unanimously, approved the said Scheme of Arrangement on 6th November, 2020. Copies of the said board resolutions of the Demerged Company and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioners also served Notice for hearing of the Petition Under Section 230(5) of the Act on (i) Central Government, through the Regional Director, North Eastern Region, Guwahati (ii) Registrar of Companies, Guwahati (iii) Official Liquidator, Guwahati and (iv) Income Tax Authorities having jurisdiction over the Petitioner Companies and have filed an affidavit of compliance with this Tribunal on 12th March, 2021 in this regard being Annexure O to the Petition. 11. Pursuant to the directions made dated 21st June, 2021 by this Tribunal, Notice for hearing of the Petition was also advertised once in the The Sentinel in English in the Guwahati Region, once in the Mizoram Post in English and once the in Vanglaini in Mizo where the Regis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... c) That the representative of demerged company vide email dated 01.06.2021 03.06.2021 attached the proof of service of notice to concerned regulatory authorities and submitted that due to typing error it was mentioned in the application as Broadcasting Business , which may be read as Cable Distribution Business . A copy of the emails dated 01.06.2021 03.06.2021 are attached herewith and marked as 'Annexure-B'. d) That it is submitted that vide letter dated 16.06.2021 of the Registrar of Companies, North-East Region, Ministry of Corporate Affairs, Guwahati, reported that no complaint/prosecution/Inspection/Investigation/Technical Scrutiny is carried out against the respondent companies. 3. It is further submitted tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d all concerned. The appointed date is 01/11/2020 as resolved in the board meeting of the Applicant Companies. (b) All the properties, rights, interests and powers of the Demerged Undertaking of the Demerged Company Zonet Cable TV Private Limited (ZCTPL), be transferred to and vest without further act or deed to the Resulting Company Zonet TV Private Limited (ZTPL) and the same shall pursuant to Section 230-232 of the Companies Act, 2013 be transferred to and vest in Company Zonet TV Private Limited (ZTPL), the Resulting Company for all the estates and interests of the Demerged Undertaking, but subject nevertheless to all charges now affecting the same; (c) All the debts, liabilities, duties and obligations of the Demerged Underta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Resulting Company without in any way obstructing compliance of depositing outstanding tax dues, if any; and (h) All employees of the Demerged Company will become employees of the Petitioner/Resulting Company without any break or interruption of service. 15. The legal fees and expenses of the office of the Regional Director are quantified at ₹ 10,000.00 in respect of the Petitioner Companies. The said fees to the Regional Director shall be paid by the Resulting Company within four weeks from the date of issuance of certified copy of the Order by the Tribunal. 16. Filing and issuance of drawn up orders are dispensed with. All c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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