IN RE Vs. AZALIA BROADCAST PRIVATE LIMITED

JUDGEMENT

(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 owning and operating a non news and current affairs satellite television channel under name and style of 'Big Thrill'.

(2.) The rationale for the Scheme is as under:

(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 12:00 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").