TaxTMI 
TaxTMI 
2021 (9) TMI 336
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....ctive 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"); and (b) Distribution of Cable TV Network in the State of Mizoram (referred to as the "Cable Distribution Business"). ii. The nature of risk and competition involved in each of the Broadcasting Business and cable Distribution Business is distinct, necessitating di....
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....te 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 the Resulting Company are annexed to the Petition and collectively marked as Annexure "I". 5. That the Demerged Company, Zonet Cable TV Private Limited (ZCTPL) as on 31st October, 2020 has 12 Equity shareholders and 1 Secured Creditor and 1 Un....
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....ahati 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 Registered Office of the Petitioner Companies are situated in their respective issues dated the 30th day of June 2021. An Affidavit of Compliance with the copies of the News Papers published has been filed with this Tribunal on 22nd July, 2021. 12....
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....ication 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 that the proposed scheme, subject to the above observations, may be considered and the Hon'ble NCLT may pass such order(s) as deemed fit and proper. 4. The statement made in paragraph 2 are derived from the records....
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.... 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 Undertaking of the Demerged Company Zonet Cable TV Private Limited (ZCTPL), be transferred without further act or deed to the Resulting Company Zonet TV Private Limited (ZTPL) and accordingly the same shall, pursuan....
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....s, 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 Rs. 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 concerned authorities to act on a copy of this order along with the Scheme of Arrangement duly authenticated by the Registrar of this Tribunal. The Registrar of this Tribunal shall issue the cer....