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).

1

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

3

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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.