NDL Ventures Limited — M&A Activity 2020

Jan 22, 2020

January 22, 2020

To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai-400 001. Bandra (East), Mumbai-400 051. Company Script Code: - 500189 Company Script Code: NXTDIGITAL

ⁱngem n n i munication m n n ir I ED (Resultin, and their r iv hareholder:

Dear Sir / Madam,

The Company has received Observations Letters no. DCS/AMAM/DS/R37/1649/2019-20 dated January 13, 2020 and letter no NSE/LIST/21847_II dated January 13, 2020 from BSE Limited and National Stock Exchange of India Limited respectively, towards the Scheme of Arrangement between IMCL and NXTDIGITAL Limited (formerly known as Hinduja Ventures Limited) by virtue of which the Media and Communications undertaking of IMCL will be merged into NXTDIGITAL Limited.

We would like to inform you that the Company has filed Company Scheme Application before the National Company Law Tribunal (NCLT) Bench, Mumbai on January 21, 2020.

Copy of the NCLT Application duly acknowledged is attached.

We request you take the same on records.

Thanking you.

Yours faithfully,

For NXTDIGITAL LIMITED (Formerly known as Hinduja Ventures Limited)

Ashok Mansukhani Managing Director DIN: 00143001

(Formerly known as Hinduja Ventures Limited)

Registered Office: IN CENTRE, 49/50 MIDC, 12" Road, Andheri (E), Mumbai - 400 093. T: +91 - 22-2820 8585 W: www.nxtdigital.co.in CIN. No.: L51900MH1985PLC036896

AAT LEGAL & CO.

Date: 21/01/2020

HE NATIONAL COMPANY LAW TRIBUNAL CH AT MUMBAL BEFOR BEN

In the matter of Companies Act, 2013 s

'And \ In the matter of Sections 230 to 232 read with Sections 52-¢nd 666f the Companies Act, 2013 and other applicable provisions of the Companies Act, ²⁰¹³

And

In the matter of Scheme of Arrangement

between

IndusInd Media and Communications Limited ... Applicant Company - 1

'And

NxtDigital Limited ... Applicant Company - 2

Company Scheme Application No, of 2020

To,

Sir,

The Registrar, National Company Law Tribunal, Mumbai Bench.

Be pleased to take on record the Company Scheme Application for Applicant Company -1 and Applicant Company — 2 in triplicate, bearing one original and two photocopies.

Office: Mahavir Chamber, Office No.1 of 5, 1 Floor, Banaji Street, Nanubai Lane, Fort, Mumbai - 400 001. Mobile No. : +91-7506024397 / +91-8850381811

E-mail: adv.arundhati25@gmail.com

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH AT MUMBAI

And

Between

INDUSIND MEDIA AND COMMUNICATIONS LIMITED

.. First Applicant Company

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL
BENCH AT MUMBAI
In the matter of Companies Act, 2013
And
In the matter of Sections 230 to 232 read with Section 52 and 66 of the
Companies Act, 2013; and other applicable provisions of the Companies
Act, 2013
And
In the matter of Scheme of Arrangement
Between
INDUSIND MEDIA AND COMMUNICATIONS LIMITED
First Applicant Company
And
NXTDIGITAL LIMTTED Second Applicant Company
Company Application No. of 2020.

_Indusind Media and Communications.	)
Limited, a company incorporated under	)
.the provisions of the Companies Act,	)
1956 and an existing company under	)
the Companies Act, 2013, having its	)
registered office at In Centre, 49/50,	)
MIDC, 12th Road, Andheri (East),	)
Mumbai. — 400093.	)

And

NXTDIGITAL Limited (formerly known ) as Hinduja Ventures Limited), a company) incorporated under the provisions. of the ) Companies Act, 1956 and an existing ) company under the Companies Act, 2013, ) having its registered office at In Centre, ) 49/50, MIDC, 12th Road, Andheri (East), )

	INDEX
Sr.	Particulars	Page No.
No.
1.	Notice of Admission	$I - III$
		$1 - 32$
2.	Application to the Tribunal
$\mathbf{1}$	Exhibit A	$33 - 165$
	Memorandum and Articles of Association of
	IndusInd Media & Communications Limited.
$\overline{2}$	Exhibit B	$166 - 245$
	Audited Standalone Financial Statements of
	IndusInd Media & Communications Limited as on
	31 st March, 2019.
$\overline{3}$	Exhibit C	$245A - 319$
	Unaudited Consolidated Financial Statements of
	IndusInd Media & Communications Limited as on
	31 st March, 2019.
4	Exhibit D	$320 - 328$
	Independent Auditor's Report on Review of
	Unaudited Standalone Financial Results as on 30 th
	September, 2019 for IndusInd Media &
	Communications Limited, dated 1 st November, 2019.
5	Exhibit E	$329 - 337$
	Independent Auditor's Report on Review of
	Unaudited Consolidated Financial Results as on $30th$ September, 2019 for IndusInd Media &
	Communications Limited, dated 1st November,
	2019.
6	Exhibit F	$338 - 609$
	Memorandum and Articles of Association of
	TENTAL Limited.
	IMBA
Maw	SPOSE

		610 — 677
	Exhibit G Independent Report Auditor's Audit on the of Standalone Statements Financial of
	NXTDIGITAL Limited as on 31 March, 2019, Exhibit H	678 — 761
	Independent Auditor's Report Audit on the of Consolidated § Statements Financial of NXTDIGITAL Limited as on 31" March, 2019.
	Exhibit I	762 — 770
	Independent Auditor's report on review of Interim Standalone Financial Results including the report Consolidated review Financial interim on of NTXDIGITAL Limited Results on 30" of as September, 2019, dated 14 November, 2019
10	Exhibit J	77) — 800
	Scheme of Arrangement between IndusInd Media Communications Limited Hinduja and and Ventures Limited respective and their shareholders,
11	Exhibit IC	801 — 805
	Certified True Copy of the Resolution passed by Media Board of IndusInd of Directors and the Communications Limited.
12	Exhibit L	806 — 810
	Certified True Copy of the Resolution passed by Hinduja Ventures Board Directors of the of Limited.
13	Exhibit M Independent Auditor's dated 25" Certificate	811-814
	September, 2019 issued by BSR & Co. LLP for IndusInd Media and Communications Limited.

u

14. ]	Exhibit N	815-819
	Independent Auditor's 23" dated Certificate September, Haskins 2019 issued by Deloitte & Sells LLP for Hinduja Ventures Limited.
15	Exhibit O	820 — 851
	Independent Valuation Report dated 22" August, 2019 issued by the Chartered Accountants, M/s. PKF Sridhar & Santhanam LLP.
16	Exhibit P	852 — 883
	{Independent Valuation Report dated 24" September, 2019 Chartered issued by the PKF Santhanam Accountants, Sridhar M/s. & LLP.
17	Exhibit QO	884 — 889
	Copy of Fairness Opinion dated 234 August, 2019 issued by a Merchant Banker M/s. Saffron Capital Advisors Private Limited on the Valuation report
	issued by M/s. PKF Sridhar & Santhanam LLP dated 22" August, 2019.
18.	Exhibit R	890 ~ 895
	Copy of Fairness Opinion dated 25" September, 2019 issued by a Merchant Banker M/s. Saffron Capital Advisors Private Limited on the Valuation report-issued by M/s. PKF Sridhar & Santhanam LLP September, 2019 24" alongwith dated an undertaking Advisors from Saffron Capital Private Limited.
19.	Exhibit S\$	896 - 897
	Observation Letters regarding the draft scheme of among arrangement Media IndusInd and Communications Limited and NXTDIGITAL

	by Bombay Stock Exchange (BSE) on the 13" January, 2020.
20	Exhibit T	898 — 899
	Observation Letters regarding the draft scheme of among arrangement Media IndusInd and NXTDIGITAL Communications Limited and Limited and their respective shareholders issued Stock Exchange by National (NSE) 13" on the January, 2020.
	21 Exhibit U	899A — 916
-	Copy independent issued Certificate by of an Chartered Accountant confirming details of the Media IndusInd secured creditors and of the Communications Limited.
22.	Exhibit V	917-920
	Copy independent Certificate issued by of an Accountant confirming Chartered details the of secured creditors of NXTDIGITAL Limited.
23		921 — 938
	Copy independent Certificate issued by of an Accountant confirming Chartered details the of Media unsecured IndusInd creditors and of Communications Limited.
	Exhibit X	939 —94]
	Copy independent Certificate issued by of an Chartered Accountant confirming details the of unsecured creditors of NXTDIGITAL Limited.
	Application Verifying by Affidavit the the	942 ~ 943
	Applicant Company.
	Vakalatnama	944 — 945

FORM NO. NCLT. 2 -

(See rule 34)

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT MUMBAI

NOTICE OF ADMISSION

Date: , 2020

ao

From: IndusInd Media and Communications Limited NXTDIGITAL Limited (Applicant Companies) and

To: The Registrar,

NCLT, Mumbai Bench

Indusind Media and Communications	)
Limited, a company incorporated under	)
the provisions of the Companies Act,	)
1956 and an existing company under —	)
the Companies Act, 2013, having its	)
registered office at In Centre, 49/50,	)
MIDC, 12th Road, Andheri (East),	)
Mumbai — 400093.	)

And

NXTDIGITAL Limited (formerly known as Hinduja Ventures Limited), a company incorporated under the provisions of the company under the Companies Act, 2013, having its registered office at In Centre, ) ) ) Companies Act, 1956 and an existing ) ) ) 49/50, MIDC, 12th Road, Andheri (East), _)

The Parties named above requests that the Hon'ble, Tribunal to grant the following relief:

• a. This Hon'ble Tribunal be pleased to give directions to each of the Applicant Companies for convening and holding the meeting of the Equity Shareholders of the Applicant Companies.
• b. This Hon'ble Tribunal be pleased to give directions to each of the Applicant Companies to issue individual notices in line with the requirement of Section 230 (3) of the Companies Act, 2013 to all its secured creditors.
• c. This Hon'ble Tribunal be pleased to give directions to each of the Applicant Companies to issue individual notices in line with the requirement of Section 230 (3) of the Companies Act, 2013 to all its unsecured creditors.

In terms of Sections 230 to 232 read with Section 52 and 66 of the Companies Act, 2013 and Companies (Compromises, Arrangements & Amalgamations) Rules, 2016; and other applicable provisions of the Companies Act, 2013:

For the following reasons:

• a. That the convening and holding of the meeting of the Equity Shareholders of each of the Applicant Companies for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the proposed Scheme of Arrangement between IndusInd Media and Communications Limited (The First Applicant Company) and NXTDIGITAL Limited (The Second Applicant Company) and their respective shareholders in view of the averment made in the Application.
• b. That to issue individual notices in line with the requirement of Section 230 (3) of the Companies Act, 2013 to all its secured creditors in view of that the secured creditors of the First Applicant Company will be paid off in the ordinary course of business and they will not be affected by the proposed scheme of arrangement in view of the fact that the assets of the Second Applicant Company after the proposed arrangement will be far more than its habilities and convening and holding of the meeting of the Secured (LON Creditors of the First Applicant Company tor the purpose of considering =A, a nnn, xe and, af thought fit, approving, with or without modification(s), the proposed arr, of Arrangement

between IndusInd Media and Communications Limited (The First Applicant Company) and NXTDIGITAL Limited (The Second Applicant Company) and their respective shareholders is not required in view of the averment made in the Application.

• c. That to issue individual notices in line with the requirement of Section 230 (3) of the Companies Act, 2013 to all its unsecured creditors, in view of that the unsecured creditors of the First Applicant Company will be paid off in the ordinary course of business and they will not be affected by the proposed scheme of arrangement in view of the fact that the assets of the Second Applicant Company after the proposed arrangement will be far more than its liabilities and convening and holding of the meeting of the unsecured creditors of the First Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the proposed Scheme of Arrangement between IndusInd Media and Communications Limited (The First Applicant Company) and NXTDIGITAL Limited (The Second Applicant Company) and their respective shareholders is not required in view of the averment made in the Application.
• d. That such further and other orders be passed as this Tribunal may deem fit.

a oa : neeren

In support of this Application, the Applicants have attached an Affidavit setting out the facts on which the Applicants rely.

Name and Title of the Person signing on behalf of the Applicant Co mpanies:

Mr. Amar Chintopanth,

Authorised Signatory for the Applicant Companies and Address:

1403, Tower 4, Raheja Tipco, Rani Sati Marg, Malad (E), Mumbai 400 097.

	SYNOPSIS
Serial	Particulars
Number
	Memorandum of Association and Articles of Association of
	Communications Media IndusInd Limited and and
	NXTDIGITAL Limited.
	March Audited Statements Financial 2019 on 31, of as
	Communications Media IndusInd Limited and and
	NXTDIGITAL Limited.
	Unaudited Financial Statements as on September 30, 2019 of
	Communications Media IndusInd Limited and and NXTDIGITAL Limited.
	Communications Media 'and Board Resolution of IndusInd NXTDIGITAL Limited Applicant Limited, and
	the Companies, approving the Scheme of Arrangement.
	between_IndusInd Scheme Arrangement Media and of
	Communications Limited and Hinduja.Ventures Limited and.
	their respective shareholders.
	issued by the Independent Auditors of the First Certificate
	Applicant and the Second Applicant Company
	Independent Valuation Report Chartered issued by the
	Accountants, M/s. PKF Sridhar & Santhanam LLP.
	issued by Merchant Banker M/s. Opinion Saffron Fairness
	Advisors Limited Valuation Capital Private validating the
	report issued by the Chartered Accounts, M/s. PKF Sridhar &
	Sathanam LLP alongwith an undertakin g from Saffron Capital Advisors Private Limited.
	Observation scheme regarding Letters. draft the of arrangement issued by the Bombay Stock Exchange (BSE)
	and the National Stock Exchange (NSE).
	Media Secured Creditors JIndusInd and List of of NXTDIGITAL Communications Limited Limited and

Q	alongwith a Copy of Certificate issued by an independent
	Chartered Accountant.
	List of Unsecured Creditors of IndusInd Media and
	Communications Limited and NXTDIGITAL Limited
	alongwith a Copy of Certificate issued by an independent
	Chartered Accountant.

om.