IN C.A. (CAA)/103 (MB) 2022 In the matter of The Companies Act, 2013 And In the matter of Section 234 read with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013;

and In the matter of Scheme of Amalgamation of Ishtar Music Private Limited “Transferor Company”

with Believe International S.(cid:192) RL “Transferee Company and their respective shareholders. Ishtar Music Private Limited CIN: U22300MH2018PTC309504 …Petitioner Company 1 Transferor Company Believe International S.(cid:192) RL …Petitioner Company 2/

…Transferee Company C.A. (CAA)/103 (MB) 2022 Order delivered on02 .08.2023 Coram:

Shri Prabhat Kumar Shri Kishore Vemulapalli Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances For the Petitioner : Mr. Hemant Sethi, Mr. Deepak Deshmukh and Ms. Nisha Kaba i/b Naik Naik & Co.

For the Regional Director : Ms. Rupa Sutar, Deputy Director

ORDER

PER: Prabhat Kumar, Member (Techical)

1. Heard Learned Counsel appearing for the Petitioners and the representative of the Regional Director (Western Region). No objector has come before this Tribunal to oppose the Scheme, nor has any party controverted any averments made in the Petition, save as otherwise stated hereinunder.

2. The sanction of this Tribunal is sought under Section 232 r/w Section 230, 234 of the Companies Act, 2013 to the Scheme of Amalgamation between Ishtar Music Private Limited (“Transferor Company”) and Believe International S.(cid:192) RL (“Transferee Company”) and their respective shareholders. The Petitioner Company No.1 is inter alia engaged in the business of creating, acquiring and exploiting audio and audio / video recordings pertaining to movies and non-movies music which comprises of C.A. (CAA)/103 (MB) 2022 Bollywood music, regional music, devotional music and other genres.

3. The Transferee Company is specialized in worldwide digital distribution of recording and music videos by a system of revenue sharing or subscription allowing possible large distribution on digital distribution platforms and has the opportunity, given its core business in the digital exploitation of recordings and music videos, to negotiate and centralise the purchase of (i) distribution services on digital distribution platforms and (ii) rights management services, including neighbouring rights. The Transferee Company is also responsible for artist services activities, which include artist’s and label’s promotion services and management of the day-to-day commercial contacts and relationships of its customers. The Transferee Company is a company incorporated under the the laws of Grand Duchy of Luxembourg.

4. The Petitioner Company 1 is a wholly owned subsidiary of the Transferee Company and the entire share capital of the Petitioner Company is owned and held by the Transferee Company and its nominee.

5. Initially, the Appointed Date for the Scheme was 1^st January

2023. The Petitioner Companies have filed Company Application No. 257/2023 seeking sanction of this Tribunal for amending the Appointed Date of the Scheme from 1^st January 2023 to 1^st July

2023.

C.A. (CAA)/103 (MB) 2022

5.1. The Petitioner Companies submits that for the ease of implementation from an accounting and tax perspective, the Transferor and Transferee Company decided to change the Appointed Date to 1^st July 2023 which is the first day of the third quarter of the calendar year 2023 from a Luxembourg perspective. The Transferor as well as Transferee Company issued No Objection Certificate dated 15.03.2023 and submits that they have no objection if the appointed date is changed.

5.2. The Petitioner Company has served a copy of the Company Application No. 257 / 2023 on the office of the authorities including office of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai.

5.3. Ms. Rupa Sutar, Deputy Director in the office of Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, submits that the Regional Director has perused the Company Application and