1. This Bench is convened through video conferencing.

2. The Representative for the Applicant Companies states that the present Scheme is a Scheme of Merger of Rabbit Hole Entertainment Private Limited (‘Applicant Company 1 / First Transferor Company’) and Foxymoron Digital Marketing Private Limited (‘Applicant Company 2 / Second Transferor Company’) with Zoo Media Private Limited (‘Applicant Company 3 / Transferee Company’) and their respective shareholders (hereinafter referred as to “Scheme”).

3. The Applicant Company 1 is engaged in the business of film production, animation, postproduction for digital and television commercials, including digital video commercials (DVCs), television video commercials (TVCs), vignettes, stories, long format content. The Applicant Company 2 is engaged in the business of conceptualizing, designing and executing digital marketing solutions including online advertising, public relations, graphic design and print solutions, events and activation, creating information systems, websites and/or portals. The Applicant Company 3 is currently engaged in the business of providing digital marketing solutions to various target groups including but not limited to industrial, commercial, banking, finance, etc. It also provides various consultancy services, advisory and counselling in the field of conceptualizing, designing and executing digital marketing solutions.

4. The Representative for the Applicant Companies states that the Board of Directors of the Applicant Companies in their respective Board Meeting held on 1 st June, 2022 have approved the Scheme. The Appointed Date fixed under the Scheme is 1st April, 2022.

5. The Representative for the Applicant Companies further states that the rationale for the Scheme of Merger are as follows: 

a) Implementation of the Scheme shall result in consolidation of businesses, business resources and activities, integration of operations under a single unified entity, facilitating optimum utilization of assets and other resources for future growth avoiding duplication of efforts and resources by economies of scale.

b) Consolidated entity to emerge stronger financially resulting in increased business and improved financial leverage

c) All the companies have common shareholders with common management and control. The consolidation of the companies shall simplify the business structure by eliminating multiple entities and creating a single unified entity resulting in integration of operations and simplification of structure while all the shareholders / shareholding pattern pre and post the merger remains the same.

d) Combined entity would be able to optimize effectively the overall administrative and statutory compliances.

6. Consideration:

a) The equity shareholders of the First Transferor Company, shall be issued and allotted 1 (One) equity share of Rs. 10/- (Ten) each, credited as fully paid up, of the Transferee Company for every 1 (one) equity shares of the face value Rs.10/- (Ten) each held by them in the First Transferor Company.

b) The equity shareholders of the Second Transferor Company, shall be issued and allotted 1 (One) equity share of Rs. 10/- (Ten) each, credited as fully paid up, of the Transferee Company for every 1 (one) equity shares of the face value Rs.10/- (Ten) each held by them in the Second Transferor Company.

7. The Authorised, Issued, Subscribed and Paid-up Share Capital of the First Transferor Company as on 31st March, 2022:

8. The Authorised, Issued, Subscribed and Paid-up Share Capital of the Second Transferor Company as on 31st March, 2022:

9. The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on 31st March, 2022:

10. There are 2 (two) Equity Shareholders holding 10,000 Equity Shares of Rs. 10/- each in the Applicant Company 1. All the Equity Shareholders have filed affidavits consenting to the Scheme, which have been placed on record at Annexure–‘L-1’ and ‘L-2’ of the Joint Company Scheme Application. Therefore, the meeting of the Equity Shareholders of the Applicant Company 1 is dispensed with.

11. There are 2 (two) Equity Shareholders holding 10,000 Equity Shares of Rs. 10/- each in the Applicant Company 2. All the Equity Shareholders have filed affidavits consenting to the Scheme, which have been placed on record at Annexure–‘N-1’ and ‘N-2’ of the Joint Company Scheme Application. Therefore, the meeting of the Equity Shareholders of the Applicant Company 2 is dispensed with.

12. There are 2 (two) Equity Shareholders holding 10,000 Equity Shares of Rs. 10/- each in the Applicant Company 3. All the Equity Shareholders have filed affidavits consenting to the Scheme, which have been placed on record at Annexure–‘P-1’ and ‘P-2’ of the Joint Company Scheme Application. Therefore, the meeting of the Equity Shareholders of the Applicant Company 3 is dispensed with.

13. The Applicant Company 1 has no Secured Creditors, as per certificate given by Statutory Auditor, which is placed as Annexure ‘Q-1’ at page no. 283 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the Secured Creditors of the Applicant Company 1 does not arise.

14. The Applicant Company 2 has no Secured Creditors, as per certificate given by Statutory Auditor, which is placed as Annexure ‘Q-2’ at page no. 284 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the Secured Creditors of the Applicant Company 2 does not arise.

15. The Applicant Company 3 has no Secured Creditors, as per certificate given by Statutory Auditor, which is placed as Annexure ‘Q-3’ at page no. 285 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the Secured Creditors of the Applicant Company 3 does not arise.

16. The Representative for the Applicant Companies states that there are 32 (Thirty Two) Unsecured Creditors in the Applicant Company 1 of the value of Rs. 3,75,78,385/- (Rupees Three Crores Seventy Five Lakhs Seventy – eight Thousand Three Hundred and Eighty-five only), as per certificates given by Statutory Auditor, which are placed as Annexure ‘R-1’ at page 286-288 of the Joint Company Scheme Application. The Representative further submits that since the present Scheme is an arrangement between the Applicant Companies and its shareholders as contemplated in Section 230(1)(b) and not in accordance with the pro-visions of Section 230(1)(a) of the Companies Act, 2013, it does not affect the rights and interests of the Unsecured Creditors of the Applicant Company 1. Pursuant to the Scheme, all assets of the Applicant Company 1 will be transferred and vested in the Applicant Company 3. There is no compromise and/or arrangement with the Unsecured Creditors of the Applicant Company 1 as no sacrifice is called for. In view of the above, the meeting of the Unsecured Creditors of the Applicant Company 1 is hereby dispensed with. Applicant Company 1 is directed to give notices to its Unsecured Creditors as required under Section 230(3) of the Companies Act, 2013 by Courier / Registered Post / Speed Post / Hand Delivery or through e-mail (to those creditors whose email addresses are duly registered with Applicant Company 1 for the purpose of receiving such notices by email), at their last known address as per the records of the Applicant Company 1, with a direction that they may submit their representations, if any, to the National Company Law Tribunal, Mumbai Bench within 30 days and copy of such representations shall simultaneously be served upon the Applicant Company 1.

17. The Representative for the Applicant Companies states that there are 77 (Seventy Seven) Unsecured Creditors in the Applicant Company 2 of the value of Rs. 7,06,26,918/- (Rupees Seven Crores Six Lakhs Twenty six Thousand Nine Hundred and Eighteen only), as per certificates given by Statutory Auditor, which are placed as Annexure ‘R-2’ at page 289-292 of the Joint Company Scheme Application. The Representative further submits that since the present Scheme is an arrangement between the Applicant Companies and its shareholders as contemplated in Section 230(1)(b) and not in accordance with the pro-visions of Section 230(1)(a) of the Companies Act, 2013, it does not affect the rights and interests of the Unsecured Creditors of the Applicant Company 2. Pursuant to the Scheme, all assets of the Applicant Company 2 will be transferred and vested in the Applicant Company 3. There is no compromise and/or arrangement with the Unsecured Creditors of the Applicant Company 2 as no sacrifice is called for. In view of the above, the meeting of the Unsecured Creditors of the Applicant Company 2 is hereby dispensed with. Applicant Company 2 is directed to give notices to its Unsecured Creditors as required under Section 230(3) of the Companies Act, 2013 by Courier / Registered Post / Speed Post / Hand Delivery or through e-mail (to those creditors whose email addresses are duly registered with Applicant Company 2 for the purpose of receiving such notices by email), at their last known address as per the records of the Applicant Company 2, with a direction that they may submit their representations, if any, to the National Company Law Tribunal, Mumbai Bench within 30 days and copy of such representations shall simultaneously be served upon the Applicant Company 2.

18. The Representative for the Applicant Companies states that there are 37 (Thirty Seven) Unsecured Creditors in the Applicant Company 3 of the value of Rs. 84,99,778/- (Eighty Four Lakhs Ninety Nine Thousand Seven Hundred and Seventy Eight only), as per certificates given by Statutory Auditor, which are placed as Annexure ‘R-3’ at page 293-295 of the Joint Company Scheme Application. The Representative further submits that since the present Scheme is an arrangement between the Applicant Companies and its shareholders as contemplated in Section 230(1)(b) and not in accordance with the pro-visions of Section 230(1)(a) of the Companies Act, 2013, it does not affect the rights and interests of the Unsecured Creditors of the Applicant Company 3. Pursuant to the Scheme, all assets of the Applicant Company 1 and Applicant Company 2 will be transferred and vested in the Applicant Company 3. There is no compromise and/or arrangement with the Unsecured Creditors of the Applicant Company 3 as no sacrifice is called for. In view of the above, the meeting of the Unsecured Creditors of the Applicant Company 3 is hereby dispensed with. Applicant Company 3 is directed to give notices to its Unsecured Creditors as required under Section 230(3) of the Companies Act, 2013 by Courier / Registered Post / Speed Post / Hand Delivery or through e-mail (to those creditors whose email addresses are duly registered with Applicant Company 3 for the purpose of receiving such notices by email), at their last known address as per the records of the Applicant Company 3, with a direction that they may submit their representations, if any, to the National Company Law Tribunal, Mumbai Bench within 30 days and copy of such representations shall simultaneously be served upon the Applicant Company 3.

19. We have heard the Representative representing the Companies and have perused the records. In consideration of the materials indicated supra the following order is passed.

20. The Applicant Company 1 shall serve notice along with copy of the Scheme upon: (1) The Central Government through the office of Regional Director (Western Region) Ministry of Corporate Affairs, Mumbai; (2) The Registrar of Companies, Maharashtra in Mumbai; and (3) The Income Tax Authority within whose jurisdiction the assessment of the Applicant Company 1 is made (mentioning the PAN of Applicant Company 1– PAN: AAKCR0204Q) at the following address: Deputy Commissioner of Income Tax, Circle 8(1)(1), Aayakar Bhavan, Maharshi Karve Road, New Marine Lines, Churchgate, Mumbai- 400 020, with a direction that they may submit their representation, if any, within a period of 30 (thirty) days from the date of receipt of such notice, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company 1, failing which, it will be presumed that the aforesaid authorities have no representations to make on the Scheme.

21. The Applicant Company 2 shall serve notice along with copy of the Scheme upon: (1) The Central Government through the office of Regional Director (Western Region) Ministry of Corporate Affairs, Mumbai; (2) The Registrar of Companies, Maharashtra in Mumbai; and (3) The Income Tax Authority within whose jurisdiction the assessment of the Applicant Company 2 is made (mentioning the PAN of Applicant Company 2– PAN: AADCF9877G) at the following address: Income Tax Officer, Ward 6(3)(1), Aayakar Bhavan, Maharshi Karve Road, New Marine Lines, Churchgate, Mumbai- 400 020, with a direction that they may submit their representation, if any, within a period of 30 (thirty) days from the date of receipt of such notice, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company 2, failing which, it will be presumed that the aforesaid authorities have no representations to make on the Scheme.

22. The Applicant Company 3 shall serve notice along with copy of the Scheme upon: (1) The Central Government through the office of Regional Director (Western Region) Ministry of Corporate Affairs, Mumbai; (2) The Registrar of Companies, Maharashtra in Mumbai; and (3) The Income Tax Authority within whose jurisdiction the assessment of the Applicant Company 3 is made (mentioning the PAN of Applicant Company 3– PAN: AABCZ4938L) at the following address: Income Tax Officer, Ward 8(3)(1), Aayakar Bhavan, Maharshi Karve Road, New Marine Lines, Churchgate, Mumbai- 400 020, with a direction that they may submit their representation, if any, within a period of 30 (thirty) days from the date of receipt of such notice, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company 3, failing which, it will be presumed that the aforesaid authorities have no representations to make on the Scheme.

23. Additionally, the Applicant Company 1 and Applicant Company 2 are directed to serve notice through by Courier / Registered Post-AD / Speed Post and Hand Delivery with copy of the Scheme upon Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no representation / response is received by the Tribunal from Official Liquidator, High Court, Bombay within a period of 30 days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/ objection.

24. The Applicant Companies to file an Affidavit of Service with the Registry proving dispatch of notices as stated above, and report to this Tribunal that the directions have been duly complied with.