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TMI Blog2017 (7) TMI 1451X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Scheme Petition No. 462 of 2017. ORDER PER: B.S.V. PRAKASH KUMAR, MEMBER(J) 1 Heard the learned counsel for the Petitioner Companies. 2. The sanction of the Tribunal is sought under Sections 230 and 232 of the Companies Act, 2013, to the Scheme of Arrangement for Amalgamation amongst Videocon D2H Limited ( the Petitioner/Transferor Company ) and the Dish TV India Limited (the Petitioner/Transferee Company) and their respective Shareholders and Creditors ( Scheme ). 3. Learned Counsel for the Petitioner Companies states that the Petitioner/Transferor Company is primarily engaged in the business of providing direct to home TV (satellite) services to consumers across the country. The - Petitioner/Transferee Company is engaged in the business of providing Direct to Home ( DTH ) broadcasting services to its subscribers and providing teleport (up-linking) services. 4. The amalgamation of the Petitioner/Transferor Company with the Petitioner/Transferor Company would inter alia have the following benefits: (a) The proposed amalgamation will enable consolidation of the business and operations of the Transferor Company and the Transferee Company which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 232(6) of the Companies Act, 2013 the scheme shall clearly indicate an appointed date which it shall be effective and scheme shall be deemed to be effective from such date and not a date subsequent to the appointed date. The petitioner companies be directed to fic the Appointed Date and amend the scheme accordingly; c) As per Part-A-Definitions (k) M/s. Videocon D2H Limited the Transferor Company and the President of India acting through the Director, Broadcasting, Policy Legislation, Ministry of Information and Broadcasting, Government of India executed DTH License Agreement dated December 28, 2007. NOC from the Director, Broadcasting, Policy Legislation, Ministry of Information and Broadcasting appears to be the sectoral regulator/authority is likely to be affected by this amalgamation. fence, notice under section 230(5) of the Companies Act, 2013 appears to be necessary. Hence, the applicant is directed to serve a copy of the petition/scheme and obtain NOC from Government of India, the Director, Broadcasting, Policy Legislation, Ministry of Information and Broadcasting. d) As per existing practice, the Petitioner Companies are required to serve Notice for Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme to the Ministry of Information and Broadcasting ( MIB ) vide letters dated 5 April, 2017 and 8 April, 2017 respectively, but neither an objection nor a representation has been placed in pursuance of the notice given under Section 230 (5) of the Companies Act. However, the Petitioner Companies undertakes to obtain the approval from the MIB and the effectiveness of the Scheme is also subject to inter-alia approval of the MIB. 11. So far as the observation in paragraphs IV (d) (e) of the RD Report is concerned, the Petitioner Companies through its Counsel submits that the tax. implication if any arising out of the Scheme is subject to final decision of the Income Tax Authorities and that the Petitioner/Transferee Company undertakes to comply with the applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme will be answered in accordance with law. 12. With reference to the observation set out in paragraph IV (f) of the RD Report in relation to the observation of the Registrar of Companies, Mumbai in point no. 32 of the ROC report, the Petitioner/Transferee Company through its Counsel submits that the Petitioner/Transferee Company undertake ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... trument or deed and the name Disk TV India Limited wherever it appears in the Memorandum of Association and Articles of : Association of the Transferee Company shall stand substituted by the new name Dish TV Videocon Limited or such other name as may be approved by the board, shareholders of the Transferee Company and the ROC, without any further act, instrument or deed on the part of the Transferee Company. Upon such name change, the requirement of using or displaying the former name Dish TV India Limited together with the new name Dish TV Videocon Limited or such other name as may be approved by the beard, shareholders of the Transferee Company and the ROC, outside its offices, on its company seal, letter, bills, notices, official publications and all other places or documents whatsoever, shall be automatically dispensed with without any further act, instrument or deed on the part of Transferee Company by virtue of the order of the Court sanctioning this Scheme. The order of the Court sanctioning this scheme shall be deemed to be a specific direction under Section 13 of the 2013 Act read with Rule 8(8) of the Companies (Incorporation) Rules, 2014 and/or, any other applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itions. 21. Petitioner Companies are directed to file a copy of this order along with a copy of amended Scheme of Arrangement for Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form INC-28, in addition to the physical copy within 30 days from the date of approval of the Ministry of Information Broadcasting to the Scheme which date shall be the Effective Date for the purposes of the Scheme. 22. The Transferee Company to lodge certified copy of this order and the amended Scheme of Arrangement for Amalgamation duly certified by the Deputy Director, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order. 23. Itis clarified that for the period between the Appointed Date and Effective Date, the business of the Transferor Company shall be carried on by the Transferor Company in trust and for and on behalf of Transferee Company. 24. The respective Petitioner Companies to pay cost of Rs.25,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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