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IN THE NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH-IV
CA (CAA)103/MB-IV/2022
In the matter of
The Companies Act, 2013;
And
In the matter of Sections 230 to 232 of
the Companies Act,2013
And
Other Applicable Provisions of the
Companies Act, 2013
And
In the matter of
Scheme of Amalgamation of
Ishtar Music Private Limited
(“Ishtar” or “Transferor Company”)
with
Believe International S.À RL
(“Believe” or “Transferee Company”)
(under the Jurisdiction of Luxembourg)
and their respective shareholders
Ishtar Music Private Limited
… Applicant Company/
[CIN: U22300MH2018PTC309504]
Transferor Company
Believe International S.À RL … Non-Applicant Company/
[No.: B230194]
Transferee Company
Order delivered on: 20.10.2022
IN THE NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH-IV
CA (CAA)103/MB-IV/2022
____________________________________________________________________________
Page 2 of 9
Coram:
Mr. Manoj Kumar Dubey
Mr. Kishore Vemulapalli
Hon’ble Member (Technical)
Hon’ble Member (Judicial)
Appearances (via videoconferencing):
For the Applicants
: Mr. Hemant Sethi, Mr. Abhishek
Kale, Mr. Deepak Deshmukh and
Mr. Jahan A. Chokshi i/b Naik Naik
& Co.
ORDER
Per: Kishore Vemulapalli, Member (Judicial)
1. The Court is convened through video conferencing today.
2. The Learned Counsel for the Applicant Company submits that the present
Scheme is a Scheme of Amalgamation between Ishtar Music Private Limited
(“Applicant Company”/ “Transferor Company”) and Believe International
S.À RL (“Transferee Company”) and their respective shareholders. It is
submitted that since the Transferee Company is incorporated on 28.11.2018
under the law of Grand duchy of Luxembourg (outside India) and registered
with the Luxembourg Trade and Companies Register. it is neither falling
under the purview of the Companies Act, 2013 nor under the jurisdiction of
this Tribunal. Hence, it is not necessary to call for the meetings of the Equity
Shareholders/Creditors of the Transferee Company.
3. The Learned Counsel for the Applicant Company submits that Ishtar Music
Private Limited, the Transferor Company, was originally incorporated as a
Private Limited Company under the name and style of “Venus Music Private
Limited” in the State of Maharashtra on 16th May 2018. Subsequently, on 4th
June 2021, the name of the company was changed to “Ishtar Music Private
IN THE NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH-IV
CA (CAA)103/MB-IV/2022
____________________________________________________________________________
Page 3 of 9
Limited”. The Corporate Identification Number of the Applicant Company
is U22300MH2018PTC309504 and the Permanent Account Number is
AAGCV4265M. The Applicant Company is a wholly owned subsidiary of
the Transferee Company.
4. The Capital structure of the Applicant Company as under:
The Authorized Share Capital and the Issued, Subscribed and Fully Paid-Up
Share Capital of the Transferor Company as on 31st December 2021 is as
under:
Particulars
Amount
(in Rs.)
Authorized Share Capital
80,00,000 Equity Shares of INR 10 each
8,00,00,000
Total
8,00,00,000
Issued, Subscribed and Paid-up Share Capital
75,41,019 Equity Shares of INR 10 each
7,54,10,190
Total
7,54,10,190
5. The Applicant Company is engaged in the business of creating, acquiring and
exploiting audio and audio / video recordings pertaining to movies and non-
movies music which comprises of Bollywood music, regional music,
devotional music and other genres.
6. The Learned Counsel for the Applicant Company submits that the Board of
Directors of the Applicant Company vide resolution dated 7th February 2022,
approved the Scheme of Amalgamation. The Appointed Date for the
Scheme is 1st January 2023.
7. The Learned Counsel for the Applicant Company submits that following is
