Zee Entertainment Enterprises Limited (“ZEEL”) (earlier known as Zee Telefilms Limited) is the flagship company of the Zee group and is India's first largest vertically integrated media and entertainment company having various businesses like (i) Content and Broadcasting; (ii) News and Regional Channels; (iii) Cable Distribution; (iv) Direct Consumer Services Business (v) Film Production and Distribution and (vi) Education.
ZEEL, Siti Cable Network Limited (‘Siti Cable’), (post demerger of their Cable businesses) alongwith Integrated Subscriber Management Services Limited (‘ISML’) and New Era Entertainment Network Limited (‘NEENL’) are engaged in the Direct Consumer Services Business (‘DCS Business’) which is providing services to the Direct to Home platform.
DishTV is engaged in the Direct-to-Home ('DTH') broadcasting business comprising of distribution / uplinking of satellite based television / radio signals, constituting Channels, pursuant to a DTH license issued by the Government of India, Ministry of Information & Broadcasting. The DCS Business carried on by ZEEL directly and/or through its subsidiaries / group companies, has significant potential for growth.
The nature of technology, risk and competition involved in DCS Business is distinct from other businesses carried on by ZEEL and, in fact, rapidly divergent. The DCS Business is capable of addressing independent business opportunities, deploying different technologies and attracting different sets of investors, strategic partners, lenders and other stakeholders.
DishTV , Siti Cable, NEENL and ZEEL are all part of the same Group. Each of the several businesses carried on by the Company either directly or through its subsidiaries / group companies, has significant potential for growth. The nature of technology, risk and competition involved in each of these businesses is distinct from each other and, in fact, rapidly divergent. Consequently each business or undertaking is capable of addressing independent business opportunities, deploying different technologies and attracting different sets of investors, strategic partners, lenders and other stakeholders. Further, each of the businesses has a different set of regulations to comply with, which include restrictions on the extent of foreign investment and management in a Company depending on the business activity carried on by it.
In view of the above, the management of the Group has considered it appropriate to de-merge the Direct Consumer Services Business Undertaking of ZEEL into DishTV and merger of Siti Cable and NEENL with DishTV. The segregation proposed by the Scheme of Arrangement enables cost savings, optimum utilization of available resources which will enhance the management focus thereby not only leading to higher profitability but will also increase the shareholder’s value.
The Appointed Date for the Scheme was 1st day of April, 2006. Upon the Scheme becoming effective the entire Direct Consumer Services Business Undertaking shall be transferred to DishTV India Ltd.
On De-merger, the shareholders of ZEEL shall be entitled for 23 fully paid up equity shares of Re.1 each of DishTV India Ltd. for every 10 equity shares of Re 1 each held by them in ZEEL.
Upon the Scheme becoming effective, the fully paid-up equity share capital of DishTV India Ltd. after giving effect to the entitlement of shares shall be reduced by canceling 3 equity shares for every 4 equity shares held in DishTV India Ltd, so as to have serviceable capital.
After giving effect of entitlement of shares and reduction of capital, DishTV India Ltd shall issue and allot 5.75 fully paid equity share for every 10 equity share held in ZEEL as on the Record Date.
The Equity Shares so issued by DishTV India Ltd will be listed on all the Stock Exchanges on which the shares of ZEEL are listed as on the Effective Date.
Pursuant to De-merger of DCS business undertaking of the Company into DishTV India Ltd., Siti Cable and New Era would become subsidiaries of DishTV and as a part of this scheme, would be merged with DishTV.
Upon the merger of Siti Cable and New Era into DishTV, the entire equity capital of Siti Cable and New Era shall stand automatically cancelled and there will be no issue and allotment of shares by DishTV to the Shareholders of Siti Cable and New Era.
The Scheme of Arrangement, has been approved by the Hon’ble High Court of Bombay, vide its order dated January 12, 2007 and by the Hon’ble High Court of Delhi vide its order dated December 18, 2006.
No coupons shall be issued in respect of fractional entitlements, if any, by DishTV, to the members of ZEEL at the time of issue and allotment of Equity Shares as above. The Board of Directors of DishTV shall consolidate all fractional entitlements, if any, arising due to the de-merger 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 DishTV shall appoint in this behalf, who shall hold the Equity Shares issued in DishTV, 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 DishTV, the net sale proceeds thereof, whereupon DishTV shall distribute such net sale proceeds, subject to taxes, if any, to the members in proportion to their respective fractional entitlements.