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IN NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT- III C.A. 3/MB/C-III/2024, C.A. 34/MB/C-III/2024, C.A. 40/MB/C-III/2024, In.
C.P.(CAA)/209/MB/C-III/2022 Company Application under Rule 11 of the National Company Law Tribunal Rules, 2016;
In the matter of C.A. 3/MB/C-III/2024, C.A. 40/MB/C-III/2024.
PHANTOM STUDIOS INDIA PRIVATE LIMITED (formerly known as Mad Man Film Ventures Private Limited), a company incorporated under the Companies Act, 1956, having its registered office at A/401, Morya House, Off Link Road, Andheri West, Mumbai
400053 CIN: U22300MH2010PTC211619 … Applicant 1/
PSIPL Versus ZEE ENTERTAINMENT ENTERPRISES LIMITED, a company incorporated under the Companies Act, 1956, having its registered office at 18th Floor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai, Maharashtra 400013 Respondent 1/ CIN: L92132MH1982PLC028767 Transferor Company 1/
ZEEL And BANGLA ENTERTAINMENT PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, having its registered office at 4th Floor Interface, Building No. 7 Off Malad Link Road, Mumbai 400064 …Respondent 2/ CIN: U92199MH2007PTC270854 Transferor Company 2/
BEPL And CULVER MAX ENTERTAINMENT PRIVATE LIMITED (formerly, Sony Pictures Networks India Private Limited) (SPNI), a company incorporated under the Companies Act, 1956, having its registered office at 4th Floor Interface, Building No. 7 Off Malad Link Road, ...Respondent 3/ Mumbai 400064 Transferee Company/ CIN: U92100MH1995PTC111487 CMEPL (Collectively referred to as Respondents)
In the matter of C.A. 34/MB/C-III/2024 BANGLA ENTERTAINMENT PRIVATE LIMITED AND ANR., a company incorporated under the Companies Act, 1956, having its registered office at 4th Floor Interface, Building No. 7 Off M Malad Link Road, Mumbai 400064 … Applicant 1/ CIN: U92199MH2007PTC270854 Transferor Company 2/
BEPL And CULVER MAX ENTERTAINMENT PRIVATE LIMITED (formerly, Sony Pictures Networks India Private Limited) (SPNI), a company incorporated under the Companies Act, 1956, having its registered office at 4th Floor Interface, Building No. 7 Off Malad Link Road, Mumbai
400064 ... Applicant 2/ CIN: U92100MH1995PTC111487 Transferee Company/
CMEPL (Collectively referred to as Applicants)
Versus PHANTOM STUDIOS INDIA PRIVATE LIMITED (formerly known as Mad man Film Ventures Private Limited), Act, 1956, having its registered office at A/401, Morya House, Off Link Road, Andheri West, Mumbai
400053 … Respondent 1 / CIN: U22300MH2010PTC211619 Shareholder/
PSIPL ZEE ENTERTAINMENT ENTERPRISES LIMITED, a company incorporated under the Companies Act, 1956, having its registered office at 18th Floor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai, Maharashtra 400013 … Respondent 2 / CIN: L92132MH1982PLC028767 Transferor Company 1/
ZEEL (hereinafter Applicant and Respondents collectively referred to as ‘Parties’)
Order Pronounced on: 24.10.2024 Coram:
MS. LAKSHMI GURUNG, HON’BLE MEMBER (JUDICIAL)
SH. CHARANJEET SINGH GULATI, HON’BLE MEMBER (TECHNICAL)
Appearance:
For Applicant : C.A. 3/2024 and C.A. 40/2024 PSIPL:
Adv. Shyam Kapadia a/w. Adv. Janaki Garde, Adv. Sraddha Kedia, Adv. Aman Sadiwala i/b. Rashmikant & Partner C.A. 34/2024 :
BEPL & CMEPL:
Sr. Adv. Darius Khambata a/w. Sr. Adv. Gaurav Joshi, Adv. Anirudh Das, Adv. Binsy Susan, Adv. Meghna Rajadhyaksha, Adv. Akshay Sharma, Adv. Kriti Kalyani, Adv. Aditya Thyagrajan, Adv. Harit Lakhani, Adv. Palak Kaushal i/b. Shardul Amarchand Mangaldas & Co. For Respondent : C.A. 3/2024 and C.A. 40/2024 ZEEL:
Adv. Nitesh Jain a/w. Adv. Vatsal Kumar, Adv. Anirudh Banerji i/b. Trilegal;
BEPL & CMEPL:
Sr. Adv. Darius Khambata a/w. Adv. Gaurav Joshi, Adv. Anirudh Das, Adv. Binsy Susan, Adv. Meghna Rajadhyaksha, Adv. Akshay Sharma, Adv. Kriti Kalyani, Adv. Aditya Thyagrajan, Adv. Harit Lakhani, Adv. Palak Kaushal i/b. Shardul Amarchand Mangaldas & Co. for R-1 & 2 in CA 305/2024, CA 40 of 2024 and applicant in CA 34 of 2024, Adv. Nitesh Jain a/w. Adv. Vatsal Kumar, Adv. Anirudh Banerji i/b. Trilegal for R-1 in CA 3 of 2024, CA 40 of 2024 and R-2 in CA 34 of 2024 C.A. 34/2024 ZEEL:
Adv. Nitesh Jain a/w. Adv. Vatsal Kumar, Adv. Anirudh Banerji i/b. Trilegal;
PSIPL:
Adv. Shyam Kapadia a/w. Adv. Janaki Garde, Adv. Sraddha Kedia, Adv. Aman Sadiwala i/b. Rashmikant & Partner Per: SH. CHARANJEET SINGH GULATI, HON’BLE MEMBER (TECHNICAL)
C.A. 3/MB/C-III/2024
1. This Application has been filed by M/s. PHANTOM STUDIOS INDIA PRIVATE LIMITED (formerly known as Mad Man Film Ventures Private Limited) (Applicant/ PSIPL) against M/s. ZEE ENTERTAINMENT ENTERPRISES LIMITED) (Respondent 1/ ZEEL) M/s. BANGLA ENTERTAINMENT PRIVATE LIMITED (Respondent 2/BEPL) and M/s. CULVER MAX ENTERTAINMENT PRIVATE LIMITED (formerly, Sony Pictures Networks India Private Limited) (SPNI) (Respondent 3/ CMEPL to implement the Composite Scheme of Arrangement (Scheme) as approved by Shareholders and sanctioned by this Tribunal vide order dated 10.08.2023 in C.P. (CAA) no. 209/2022, inter alia seeking following reliefs:
a. “this Tribunal be pleased to pass appropriate directions against the Petitioner/Transferor Company No. 1, Transferor Company No. 2 and the Transferee Company to implement the Scheme as approved by the stakeholders of these companies and sanctioned by this Hon’ble Tribunal by Order dated 10th August 2023 (Exhibit "A-1") and file the report of the compliance of the Order dated 10th August 2023 with this Hon’ble Tribunal;
b. pending the hearing and final disposal of this Application, this Hon’ble Tribunal be pleased to call upon the Transferor Company No. 1, Transferor Company No. 2 and the Transferee Company to disclose on oath the pending compliances, if any, for implementation of the Scheme and the timelines for completion thereof, and pass appropriate directions to ensure compliance thereof;
c. for ad interim reliefs in terms of prayer clauses (b) hereinabove;
d. for the costs of the present Application;
e. for such further and other orders as this Hon’ble Tribunal deems fit.”
Facts of the Case and Submission of the Applicant in brief:
2. PSIPL is a shareholder of Transferor Company No. 1/ ZEEL. It holds 13,09,500 shares of ZEEL amounting to more than Rs. 50,00,00,000.
3. PSIPL filed the present Application as the ZEEL, BEPL and CMEPL (Transferor and Transferee Companies) did not implement the Order dated 10.08.2023 and 11.08.2023 passed by this Tribunal which was approved by the respective shareholders and creditors in C.P. (CAA) no. 209/2022 and C.P. (CAA) no. 214/2022.
4. A Scheme was entered between the Transferor Companies and the Transferee Company, to consolidate their business, after negotiation and conducting due diligence of all statutory financial records/ statements/ compliances, keeping in mind the commercial interest and benefit of all stakeholders.
5. The Scheme received approvals from the Board of Directors, 99.9979% of the shareholders of the Petitioner (including the Applicant (PSIPL), the Competition Commission of India (CCI) and the shareholders of CMEPL, by special resolution passed at the meeting of the shareholders of CMEPL on 28.03.2022, for an alteration in Memorandum of Association of CMEPL as required under the Scheme.
6. In accordance with the approvals, the captioned Company Petition No. 209 of 2022 was filed by ZEEL seeking approval of the Tribunal for the Scheme. The Tribunal vide order dated 10.08.2023 sanctioned the Scheme. This tribunal also dismissed all the objections made by the intervenors against the Scheme Petition and made the Company Petition no. 209 of 2022 absolute.
7. PSIPL further stated that once shareholders approve the scheme, the basic fabric of the Scheme cannot be altered by the companies without the approval of the shareholders. The management including the named Managing Director and CEO of the CMEPL is an integral part of the Scheme as approved by the shareholders.
8. Hence, PSIPL seeks appropriate directions against ZEEL, BEPL and CMEPL to implement the Scheme as approved by the shareholders and sanctioned by this Tribunal by Orders dated 10.08.2023 and 11.08.2023.
Submissions of the Respondents in brief:
9. Respondent 2 and Respondent 3 (BEPL and CMEPL) in their Joint Affidavit in Reply dated 29.01.2024 have stated that PSIPL lacks the locus to file the present Application as it is a third party to the Scheme. The Scheme sanctioned by
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