8th September, 2022
National Stock Exchange of India Limited | BSE Limited |
Exchange Plaza, 5th Floor, | Corporate Relationship Department |
Plot No. C/1, G Block, | 1st Floor, New Trading Ring, |
Bandra Kurla Complex, | PJ Towers, Dalal Street, |
Bandra (East), Mumbai - 400 051 | Fort, Mumbai - 400 001 |
Fax: 022-26598237/38 | Fax: 022-22722061/41/39/37 |
Company Code: PVR / 532689
Sub: Notice convening meetings of Equity Shareholders and Secured Creditors of PVR Limited pursuant to the Order of Hon'ble National Company Law Tribunal, Mumbai Bench.
In Ref: Compliance under Regulation 30 of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.
Dear Sir/Madam,
This is with reference to our earlier communication dated 05th September, 2022 and pursuant to Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that pursuant to the Order of Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench, pronounced on August 22, 2022 and received on 05th September 2022, meetings of Equity Shareholders will be held through Video Conferencing or Other Audio Visual Means ("VC/OAVM"), on Tuesday, October 11, 2022, at 11:30 a.m. and the meeting of Secured Creditors of the Company will be held physically at the Registered Office of the Company situated at 7th Floor, Lotus Grandeur Building, Veera Desai Road, Opposite Gundecha Symphony, Andheri (West), Mumbai - 400053, Maharashtra, India, on Tuesday, October 11, 2022, at 3:00 p.m.
The details relating to remote e-voting and e-voting during the meeting and attending the meeting through VC/OAVM have been set out in the Notice of Equity Shareholders.
In this regard, we hereby enclose the Notices convening the aforesaid meetings along with explanatory statements as set out in the Notices. The above notices are also being sent through electronic mode to Equity Shareholders and Secured Creditors of Transferee Company through e-mail at the email address which are registered with the Transferee Company/Depository Participants ("DP")/Registrar and Share Transfer Agent and through registered post in the event the e-mail ids are not registered /available.
Further, kindly note that due to size constraint, we are unable to upload annexures to the notice of equity shareholders and secured creditors of the Company on the NSE & BSE Portals, respectively.
The aforesaid Notice of equity shareholders and secured creditors along with its Annexures are available on the website of the Company and the link of the same are mentioned below:
- Link to Notice of Equity Shareholders Meeting -https://originserver-static1-uat.pvrcinemas.com/pvrcms/financial/PVR%20NCLT%201.pdf
- Link to Notice of Secured Creditors Meeting -https://originserver-static1-uat.pvrcinemas.com/pvrcms/financial/PVR%20NCLT%202.pdf
This is for your information and records.
Thanking you.
Yours faithfully,
For PVR Limited
MUKESH KUMAR
Digitally signed by
MUKESH KUMAR Date: 2022.09.08 19:35:57 +05'30'
Mukesh Kumar
SVP - Company Secretary
& Compliance Officer
PVR LIMITED
Registered Office: 7th Floor, Lotus Grandeur Building, Veera Desai Road, Opposite
Gundecha Symphony, Andheri (West), Mumbai - 400053
Corporate Office: Block A, 4th Floor, Building No. 9A, DLF Cyber City, Phase - III,
Gurugram - 122002, Haryana
Tel: +91-124-4708100, Fax - +91-124-4708101
Website:www.pvrcinemas.com
CIN: L74899MH1995PLC387971
MEETING OF THE EQUITY SHAREHOLDERS OF PVR LIMITED CONVENED IN ACCORDANCE WITH THE ORDER OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH
MEETING:
Day Tuesday
Date October 11, 2022
Time 11:30 A.M. (IST)
Venue Through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM') (deemed venue would be 7th Floor, Lotus Grandeur Building, Veera Desai Road, Opposite Gundecha Symphony, Andheri (West), Mumbai - 400053)
REMOTE E-VOTING PRIOR TO THE MEETING:
Commencing Friday, October 7, 2022, at 9.00 a.m. (IST) on
Ending on Monday, October 10, 2022, at 5.00 p.m. (IST)
Sr. No. | INDEX | Page No. |
1. | Notice of meeting of the Equity Shareholders of PVR Limited | 03 |
('the Company' or 'PVR' or 'Transferee Company') convened | ||
as per the directions of the Hon'ble National Company Law | ||
Tribunal, Mumbai Bench. | ||
2. | Explanatory Statement under Section 102 and other | 17 |
applicable provisions of the Companies Act, 2013 read with | ||
Section 230 to 232 of the Companies Act, 2013 and Rule 6 | ||
of the Companies (Compromises, Arrangements and | ||
Amalgamations) Rules, 2016. | ||
3. | Scheme of Amalgamation of INOX Leisure Limited with PVR | 40 |
Limited and their respective shareholders and creditors | ||
(Annexure A). | ||
4. | Joint Valuation Report received from SSPA & Co., Chartered | 77 |
Accountants and Drushti Desai, Independent Registered | ||
Valuers on March 27, 2022 (Annexure B). |
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5. | Fairness Opinion on the Share Exchange Ratio received for | 90 |
INOX Leisure Limited, from Ernst & Young Merchant | ||
Banking Services LLP and for PVR Limited from Axis | ||
Capital Limited, respectively, on March 27, 2022 (Annexure | ||
C1 & C2). | ||
6. | Observation Letter dated June 20, 2022 and June 21, 2022 | 104 |
issued by BSE Limited ('BSE') and National Stock Exchange | ||
of India Limited ('NSE'), respectively, to PVR Limited | ||
(Annexure D1 & D2). | ||
7. | Complaint Report dated May 3, 2022 submitted to BSE and | 110 |
NSE, respectively, by PVR Limited (Annexure E1 & E2). | ||
8. | Compliance Report submitted to BSE and NSE, respectively, | 116 |
by PVR Limited (Annexure F1 & F2). | ||
9. | Report by the Board of Directors of INOX Leisure Limited and | 122 |
PVR Limited, respectively, pursuant to the provisions of | ||
Section 232(2)(c) of the Companies Act, 2013 (Annexure G1 | ||
& G2). | ||
10. | Shareholding pattern of INOX Leisure Limited and PVR | 129 |
Limited, respectively as on 30th June, 2022 (Annexure H1 | ||
& H2). | ||
11. | Audited Standalone and Consolidated Statement of | 158 |
Accounts as on March 31, 2022 of INOX Leisure Limited | ||
(Annexure I). | ||
12. | Supplementary Standalone and Consolidated Accounting | 360 |
Statement for quarter ended June 30, 2022 of INOX Leisure | ||
Limited (Annexure J) | ||
13. | Audited Standalone and Consolidated Statement of | 370 |
Accounts as on March 31, 2022 of PVR Limited (Annexure | ||
K). | ||
14. | Supplementary Standalone and Consolidated Accounting | 484 |
Statement for quarter ended June 30, 2022 of PVR Limited | ||
(Annexure L) | ||
15. | Details of ongoing adjudication & recovery proceedings, | 494 |
prosecution initiated, and all other enforcement action | ||
taken, if any, against the PVR Limited, its promoters and | ||
directors. (Annexure M) | ||
16. | Certificate from the statutory auditor of the Transferee | 501 |
Company to the effect that the accounting treatment, | ||
proposed in the Scheme is in conformity with the accounting | ||
standards prescribed under Section 133 of the Companies | ||
Act, 2013, enclosed as (Annexure N) |
The Notice & Explanatory Statement of the meeting, issued pursuant to Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (page nos. 3 to 39 ) and Annexure A to Annexure N (page nos. 41 to 503) constitute a single and complete set of documents and should be read together as they form an integral part of this document.
2
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH
C.A. (CAA)/201/MB/2022
In the matter of the Companies Act, 2013;
AND
In the matter of sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder;
AND
In the matter of Scheme of Amalgamation of INOX Leisure Limited ("Transferor Company" or "First Applicant Company") having CIN L92199MH1999PLC353754 with PVR Limited ("Transferee Company" or "Second Applicant Company") having CIN L74899MH1995PLC387971 and their respective shareholders and creditors ('Scheme')
PVR Limited, | } |
a company incorporated under the provisions of the | } |
Companies Act, 1956 having its registered office at | } |
7th Floor, Lotus Grandeur Building, Veera Desai Road, | } |
Opposite Gundecha Symphony, Andheri (West), | } |
Mumbai - 400053 | } |
CIN: L74899MH1995PLC387971 | } ... Transferee Company |
FORM NO. CAA. 2
[Pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]
Notice of meeting of the Equity Shareholders of PVR Limited convened in accordance with the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench
To,
The Equity Shareholders of PVR Limited
TAKE NOTICE that by an Order dated August 22, 2022 passed in the Company Scheme Application C.A.(CAA)/201/MB/2022 ('Order'), the Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble Tribunal' or 'NCLT') has directed inter alia that a meeting of the Equity Shareholders of the Transferee Company be convened and held to consider and, if thought fit, to approve the proposed Scheme of Amalgamation of INOX Leisure Limited with PVR Limited and their respective shareholders and creditors ('Scheme') under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Act') along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and Master Circular
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PVR Limited published this content on 08 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2022 14:59:11 UTC.