Approval of amalgamation scheme under Companies Act, balancing compliance and stakeholder interests without prejudice.

ORDER

1. The Application is filed by the Applicants for the approval of the scheme of amalgamation of the Transferor Company with and into the Transferee Company (Scheme).

2. Bangla Entertainment Private Limited (Applicant No. 1 / Transferor Company) is a private company limited by shares. Culver Max Entertainment Private Limited (Applicant No. 2 / Transferee Company) is a private company limited by shares. The Transferor Company and the Transferee Company (Applicants) are engaged in business activities that are similar to and complement that of each other.

3. The Board of directors of the Applicants have approved the said Scheme at their respective meetings held on 19^th June 2025.

4. The Learned Counsel for the Applicant Companies further submits that the Appointed Date under the Scheme is 1^st October 2024.

Nature of Business: -

5. The Transferor Company is engaged in the business of licensing and syndication of the audio-visual content for exploitation and, or monetisation in all manners and forms including creating derivative contents, remakes, prequel, sequel, dubbing, sub-titling and others, on any mode, media and platforms throughout the world. The Transferee Company is engaged in the business of inter alia (a) creating, owning, operating, programming, providing, transmitting, distributing and promoting linear and non-linear non-news program services, including sports program services, delivered by any means primarily to viewers in India and the Indian diaspora globally, and (b) production, exhibition, broadcast, re-broadcast, transmission, re- transmission or other exploitation of non-news audio-visual content, including sports content, in any format or in any language spoken in India (including English) for exploitation of such program services.

Rationale of the Scheme: -

6. The rationale for the Scheme, as set out in of the Clause B of the Scheme, is that the Transferor Company and the Transferee Company believe that the amalgamation pursuant to this Scheme would have the following benefits:

i. It would enable the Applicants to combine their business and create a financially strong amalgamated company;

ii. The amalgamated company will be well-positioned to capitalise on the Transferor Company’s content library and ensure growth in the television broadcasting market and other markets for audio-visual content;

iii. Increased potential, focused growth, operational efficiencies, business synergies, cost efficiencies and unlock the value of the assets of the Transferor Company; and

iv. Reduction of regulatory and legal compliances through unified licenses, Approvals, and filings including accounting, reporting requirement, statutory and internal audit requirements, tax filings etc. and avoiding duplication in administrative costs.

7. In paragraph 54 of the Application, the Applicants have prayed that necessary directions be issued for:

a. Dispensing with the requirement for convening the meeting of the shareholders of the Transferor Company;

b. Dispensing with the requirement for convening the meeting of the shareholders of the Transferee Company;

c. Dispensing with the requirement for convening the meeting of the unsecured creditors of the Transferee Company and directing the Transferee Company to issue individual notices to 135 unsecured creditors in terms of Section 230 (3) of the Act, whose name appear in Exhibit X and who are owed an amount INR 1,000,000/- and above;

d. Alternatively and in the event prayer clause (c) is not granted, for the purpose of convening the meeting of the unsecured creditors of the Transferee Company, including the requirement of issue and publication of notices for the same, appointment of Chairperson an