Zee Telefilms board approves demerger proposals

MUMBAI:Zee Telefilms Ltd has informed the Bombay Stock Exchange (BSE) that the members at the two Court Convened General Meeting Meetings & one Extra Ordinary General Meeting of the Company held today, have approved the demerger proposals of the company. These include:

1. Scheme of arrangement between Zee Teleflims Ltd, Zee News Ltd, Siti Cable Network Ltd, Wire and Wireless (India) Ltd and their respective shareholders made under the provisions of Sections 391 to 394 read with sections 78, 100 to 103 and other applicable provisions of the Companies Act, 1956 for the proposed de-merger of news business undertaking of the company in favor of Zee News Ltd and cable business undertakings of the company and Siti Cable Network Ltd, the wholly owned subsidiary of the company, in favor of Wire and Wireless (India) Ltd;

2. Scheme of arrangement between Zee Telefilms Ltd, Siti Cable Network Ltd, New Era Entertainment Network Ltd, ASC Enterprises Ltd and their respective shareholders made under the provisions of Sections 391 to 394 read with Sections 78, 100 to 103 and other applicable provisions of the Companies Act, 1956, for the proposed de-merger of direct consumer services business undertaking of the company in favor of ASC Enterprises Ltd and Merger of Siti Cable Network Ltd and New Entertainment Network Ltd, wholly owned subsidiaries of the company, with ASC Enterprises Ltd; subject to necessary approvals of Hon’ble High Court of Judicature at Bombay and / or Delhi and such other authority as may be required.

3. Utilization of balance in securities premium account of the company as on appointed date(s), pursuant to provisions of sections 78, 100 to 103 of the Companies Act, 1956, to the extent required, to adjust deficit arising out of transfer of net assets, cancellation of investment / loans / advances / Inter Corporate Deposit and appreciation or diminution in value of assets, fixed or current and investments of the company, if any.

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