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TMI Blog2023 (2) TMI 1383X X X X Extracts X X X X X X X X Extracts X X X X ..... ANI, HON'BLE MEMBER (JUDICIAL) This petition has been jointly filed by HT Mobile Solutions Limited and HT Media Limited ('Petitioner Companies') under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the proposed Scheme of Arrangement between HT Mobile Solutions Limited (Transferor Company/Petitioner Company-1) and HT Media Limited ('Transferee Company'/'Petitioner Company-2'). The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme"), has been placed on record. 2. The Transferor Company/ Petitioner Company No.1 i.e., HT Mobile Solutions Limited (CIN: U ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iple listed and unlisted entities; d. Optimization of the allocated capital & availability of funds which can be deployed more efficiently to pursue the operational growth opportunities; e. Consolidation of businesses under the Transferee Company/ Applicant No. 2 thereby resulting in synergies, pooling of financial, managerial, technical, and human resources, thereby creating stronger base for future growth and value accretion for the stakeholders; f. Consolidation of businesses under the Transferee Company/ Applicant No. 2 thereby resulting in savings of operational costs which has become critical for long term sustainability and will also lead to optimum utilisation of resources; g. Elimination of the need for inter-company tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -232 of the Companies Act, 2013. 7. The Petitioner Companies submits that the Petitioner Companies had complied with the First Motion order in the following manner:- a) On 25 March 2022 the Transferor Company (M/s. HT Mobile Solutions Limited) conducted the meeting of its equity shareholders for approval of the Scheme and the Scheme has been approved by requisite majority of the equity shareholders of the Transferor Company. The report of the Chairman to this effect has been filed with this Hon'ble Tribunal on 28 March 2022. b) On 28 March 2022 the Transferee Company conducted meeting of its Unsecured and Secured Creditors for approval of the Scheme and on 29 March 2022 the Transferee Company conducted meeting of its equity shareh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is sought (annexed as Annexure-1 at pg. 52-93 of the Company Scheme Petition) relates to amalgamation between M/s. Digi content Limited (Transferor Company No.1), M/s. Next Mediaworks Limited (Transferor Company No.2 jurisdiction in Mumbai), M/s. HT Mobile Solutions Limited (Transferor Company No.3) with HT Media Limited (Transferee Company). However, as the shareholders of M/s. Digi content Limited had rejected the proposed scheme, it cannot be comprehended, how the how the approval can be granted to the Scheme which involves all three companies. 9. Accordingly, we find no merit in sanctioning the proposed scheme of amalgamation between the Petitioner Companies. The present Company Scheme Application i.e., C.P.(CAA)/60(ND)2022 being devoi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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