(27-Apr-2006 Hours IST)
Inter alia, has considered & approved the De-merger of the Direct Consumer Services Business Undertaking (including the business carried out through subsidiaries) of the Company into ASC Enterprises Ltd ("ASC"). Subsequent merger of the Company's subsidiaries Siti Cable Network Ltd ("Siti Cable and New Era Entertainment Network Ltd ("NEENL") into ASC. a. The share swap ratio envisaged under the Scheme is as follows ASC shall allot shares in the following ratios to the shareholders of the Company 23 (Twenty Three) fully paid up equity share of Re 1/- each, for every 10 equity shares of Re 1 each held in the Company. The above mentioned share exchange ratio has been determined based on the recommendation of independent valuers M/s Deloitte Haskin & Sells. There will, not be any issue of shares, consequent to the merger of Siti Cable and NEENL into ASC as pursuant to the demerger of the Direct Consumer Services Business Undertaking of the Company into ASC, both Siti Cable and NEENL would become the wholly owned subsidiaries of ASC. Upon the Scheme becoming effective, the fully paid-up equity share capital of ASC after giving effect to the entitlement of shares as above shall be reduced across the board as follows: "The reduction shall be effected by canceling 3 (Three) equity shares of Re 1 each fully paid-up for every 4 (Four) equity shares of Re 1 each fully paid-up held in ASC. b. The Appointed Date for the Scheme of Arrangement will be April 01, 2006. c. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders and creditors of the companies, the Hon'ble High Court of Judicature at Bombay and Delhi, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. Zee Telefilms Ltd has informed BSE that the members at the two Court Convened General Meeting Meetings & one Extra Ordinary General Meeting of the Company held on July 25, 2006, have approved the following: 1. Scheme of Arrangement between Zee Telefilms Ltd, Siti Cable Network Ltd, New Era Entertainment Network Ltd, ASC Enterprises Ltd and their respective shareholders made under the provisions of Sections 391 to 394 read with Sections 78, 100 to 103 and other applicable provisions of the Companies Act, 1956, for the proposed De-merger of Direct Consumer Services Business Undertaking of the Company in favor of ASC Enterprises Ltd and Merger of Siti Cable Network Ltd and New Entertainment Network Ltd, wholly owned subsidiaries of the Company, with ASC Enterprises Ltd; subject to necessary approvals of Hon'ble High Court of Judicature at Bombay and / or Delhi and such other authority as may be required. 3. Utilization of balance in Securities Premium Account of the Company as on Appointed Date(s), pursuant to provisions of sections 78, 100 to 103 of the Companies Act, 1956, to the extent required, to adjust deficit arising out of transfer of net assets, cancellation of investment / loans / advances / Inter Corporate Deposit and appreciation or diminution in value of assets, fixed or current and investments of the company, if any. (As per BSE Bulletin dated on 25/06/2006) Zee Telefilms Ltd has informed BSE that on filing of the Order of the Hon'ble High Court of Delhi with the Registrar of Companies, Delhi, the Scheme has become effective from January 19, 2007. Earlier the Company has filed Order of Hon'ble Court of Bombay with the Registrar of Companies, Maharashtra, Mumbai on January 16, 2007. Further the Company has informed that, February 20, 2007 has been fixed as Record date for the purpose of determination of Members of the Company eligible for issuance of equity shares (consequent to the Scheme of Arrangement) by ASC Enterprises Ltd. (As Per BSE Announcement Website Dated on 19/01/2007) SUB. :- Scheme of Arrangement of Zee Telefilms Ltd. (Scrip Code 505537) Trading members of the Exchange are hereby informed that, Zee Telefilms Ltd. has fixed the Record Date for the Scheme of Arrangement of the company for the purpose of determining entitlement to the shareholders of the company and payment of Dividend. COMPANY NAME Zee Telefilms Ltd. CODE 505537 RECORD DATE 20/02/2007 PURPOSE A) Scheme of Arrangement and Demerger:- (1) De-merger of Direct Consumer Services (DCS) Business Undertaking of the Company to ASC Enterprises Ltd. (ASC).Upon the scheme becoming effective, and in consideration for the transfer of the DCS Undertaking in ASC, the shareholders of the Company shall be entitled to 23 fully paid up equity shares of Re.1/- each of ASC for every 10 equity shares of Re.1/- each held in the Company. - Capital Reduction of ASC: Upon the Scheme becoming effective, the paid up equity share capital of ASC after giving effect to the entitlement of shares above, shall be reduced as follows:- The reduction shall be effected by canceling 3 equity shares of Re.1/- each full paid up for every 4 equity shares of Re.1/-each fully paid up held in ASC. - As a net effect, after giving effect to entitlement of shares and followed by reduction of capital of ASC, ASC shall issue and allot 5.75 fully paid equity shares of Re.1/- each of ASC for every 10 equity shares of Re.1/- each held in the Company. EX-ENTITLEMENT DATE 12/02/2007 DR-220/2006- 2007 The scrip will be No Delivery from 12/02/2007 (DR-220/2006-2007) to 19/02/2007 (DR-224/2006-2007). (As Per BSE Notice Dated on 23/01/2007) Zee Telefilms Ltd has informed BSE about the following: Hon'ble High Court of Bombay had on January 12, 2007, passed an order approving the Scheme of Arrangement for De-merger of Direct Consumer Services (DCS) Business Undertaking of the Company to ASC Enterprises Ltd and Merger of Siti Cable Network Ltd and New Era Entertainment Network Ltd with ASC Enterprises Ltd. Earlier Hon'ble High Court of Delhi had vide its order dated December 18, 2006 approved the said Scheme of Arrangement. Below mentioned are salient features of the Scheme Appointed Date: April 01, 2006 Effective Date: January 19, 2007 i. Upon the Scheme becoming effective and with effect from the Appointed Date, the entire DCS Business Undertaking of Zee Entertainment Enterprises Ltd ("ZTL" or "the Company") shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, be transferred to and vest in or be deemed to be transferred to and vested in ASC Enterprises Ltd ("ASC"), as a going concern, so as to vst in ASC all the rights, title and interest of the Company therein, subject to subsisting charges and pledges, if any. ii. Upon coming into effect of the Scheme, and in consideation for the transfer of the DCS Business Undertaking in ASC, ASC shall, without any application or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of the Company holding fully paid-up equity shares in the Company and whose names appear in the register of members of the Company on the Record Date or to such of their respective heirs, executors, adinistrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Company as follows: "23 (Twenty Three) fully paid up equity shares of Re 1 each of ASC shall be issued and allotted for every 10 equity shares of Re 1 each held in ZTL" Upon the Scheme becoming effective, the fully paid-up equity share capital of ASC after giving effect to the entitlement of shares as above shall be reduced as follows: "The reduction shall be effected by canceling 3 (Three) equity shares of Re 1 each fully paid-up for every 4 (four) equity shares of Re 1 each fully paid-up held in ASC." Consequent to the foregoing, after giving effect to capital reduction as stated above, ASC shall issue and allot its shares in following ratio to the shareholders of ZTL as on record date: '5.75 fully paid up equity shares of Re 1 each of ASC for every 10 equity shares of Re 1 each held in ZTL' iii. No coupons shall be issued in respect of fractional entitlements, it any, by ASC, to the members of ZTL at the time of issue and allotment of Equity Shares as above. The Board of Directors of ASC shall consolidate all fractinal entitlements, if any, arising due to the demerger of the DCS Business Undertaking and allot Equity Shares in lieu thereof to a director or such other authorized representative(s) as the board of directors of ASC shall appoint in this behalf, who shall hold the Equity Shares issued in ASC, in trust on behalf of the members entitled to fractional entitlements with the express understanding that such director(s) or other authorized representative(s) shall sell the same in the market at such time or times and at such price or prices and to such person or persons, as it/he/they may deem fit, and pay to ASC, the net sale proceeds thereof, whereupon ASC shall distribute such net sale proceeds, subject to taxes, if any, to the members in proportion to their respective fractional entitlements. The Board of Directors of ASC, if it deems necessary, in the interests of allottees, approve such other method in this behalf as it may, in its absolute discretion, deem fit iv. Pursuant to operation of demerger of the DCS undertaking of the Company into ASC, Siti Cable Network Ltd ("Siti Cable") and New Era Entertainment Network Ltd ("NEENL") would become wholly owned subsidiaries of ASC. v. Upon the coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of the Scheme in relation to the mode of transfer and vesting, the Undertaking of Siti Cable and NEENL including all the assets and liabilities shall, without any further act or deed, be and shall stand transferred to and vest in and/or deemed to be transferred to and vested in ASC pursuant to the provisions of Section 394 and other applicable provisions of the said Act so as to become as and from the Appointed Date, the assets, estates, rights, title, interest and liabilities of ASC, subject to subsisting charges, hypothecation and mortgages, if any. vi. Upon the merger of Siti Cable and NEENL into ASC, the entire equity capital of the Transferor Companies shall stand automatically cancelled and there will not be any issue and allotment of shares of ASC. vii. On the Scheme becoming operative, all staff, workmen and employees of the DCS undertaking of ZTL and the Transferor Companies shall become the employees of ASC, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with ASC shall not be less favourable than those applicable to them with reference to the DCS undertaking of ZTL and the Transferor Companies immediately preceding the transfer. viii. On the Scheme becoming effective, the Transferor Companies viz. Siti Cable and NEENL shall stand dissolved without any further act or deed or without being wound-up. The Shares to be allotted by ASC shall be listed on the below mentioned stock exchanges on which the shares of the Company are listed on the Effective Date: i. The Bombay Stock Exchange Ltd, Mumbai (SE') ii. The National Stock Exchange of India Ltd., Mumbai (SE') iii. The Calcutta Stock Exchange Association Ltd, Kolkata ('CSE') The Company has fixed February 20, 2007 as Record Date for determination of Members of the Company eligible for issuance of Shares by ASC Enterprises Ltd. (As Per BSE Announcement Dated on 24/01/2007) Trading Members of the Exchange are hereby informed that the under-mentioned securities of Dish TV India Limited (formerly known as ASC Enterprises Limited) are listed and permitted for trading with effect from Wednesday, April 18, 2007. Name of the Company : Dish TV India Limited Registered Office : B-10, Essel House, Lawrence Road, Industrial Area, New Delhi - 110 035. Tel. No. 91-11 2710 1145 Fax. No. 91-11 2718 6561 Email : ranjit_s@dishtvindia.esselgroup.com Web : www.dishtvindia.in Securities : 42,82,22,803 equity shares of Re.1/- each fully paid-up issued pursuant to the scheme of Arrangement of the Company. Distinctive numbers : 1 - 428222803 Scrip Code : 532839 Group : B1 group Market Lot : 1 Share Face Value : Re.1/- each fully paid Scrip ID on BOLT System : DISHTV Abbreviated name on BOLT System : DISH TV ISIN No. : INE836F01026 2. Trading Members are requested to note that the Equity Shares in dematerialised form has been credited in the ISIN No INE836F01026. Trades affected in the scrip will be in unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. 3. Trading members may please note that 17,89,21,913 equity shares, bearing distinctive nos. 1 to 178921913, of the Company are under lock-in till April 17, 2010, and therefore these shares would not be good delivery in the market till then. The company has confirmed that these shares are issued in physical form and the relevant share certificates have been enfaced with a stamp regarding its non-transferability. 4. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Judicature at Delhi and Bombay vide their Orders dated December 18, 2006 and January 12, 2007 respectively. b) The Appointed date: April 01, 2006 c) The Effective date: January 19, 2007 d) Date of Allotment: April 10, 2007 e) Pursuant to the Scheme of Arrangement, the Direct consumer services business undertaking of Zee Entertainment Enterprises Limited (ZEEL) has been transferred to and vested in Dish TV India Limited as a going concern and in consideration thereof, the company allotted 5.75 equity shares of Re.1/- each fully paid-up for every 10 (ten) equity shares of Re.1/- each held in ZEEL. f) The issued, subscribed and paid-up capital of the Company after the Scheme of Arrangement is Rs.42.82 crores consisting of 42,82,22,803 Equity shares of Re.1/- each. 5. As per Exchange Notice No. 20070123-22 dated January 23, 2007 the transferor company viz. Zee Entertainment Enterprises Limited then known as Zee Telefilms Limited has fixed February 20, 2007 as "Record Date", for giving effect to the Scheme of arrangement and accordingly trading in the equity shares of ZEEL (Scrip Code: 505537) is done on ex-entitlement basis with effect from February 12, 2007. 6. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Company's Website on http://www.dishtvindia.in. 7. The share transfer documents should be sent to the registrar of the company at the address mentioned below: Sharepro Services (India) Pvt. Ltd. Unit: Dish TV India Limited Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai - 400 099. Tel Nos. 022 - 28215168 / 28215991 Fax No. 022 - 2837 5646 e-mail: sharepro@vsnl.com 8. The Company's Financial Year ends on 31st March. (As per BSE Notice dated on 16/04/2007)
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