- INOX Leisure Limited (“the Transferor Company”) is a public limited company incorporated under the provisions of the Companies Act, 1956 with Corporate Identity No. L92l99MH1999PLC353754. The equity shares of the Transferor Company are listed on BSE and NSE.
- PVR Limited (“the Transferee Company”) is a public limited company incorporated under the Companies Act, 1956 with the Corporate Identity No L74899DL1995PLC067827. The equity shares of the Transferee Company are listed on BSE and NSE.
Current structure of the group is as under:
Management of the Transferor Company and the Transferee Company, through this Scheme are proposing to amalgamate the Transferor Company with and into the Transferee Company and consequent dissolution of the Transferor Company without winding up and consequent issue of fully paid up equity shares by the Transferee Company to the shareholders of the Transferor Company.
Restructuring of the group can be depicted as under:
Key features of the above transactions:
Key features | Transaction: Merger of the Transferor Company with and into the Transferee Company |
Appointed Date and Effective Date | Date of filling of certified copy of approving authority being NCLT with ROC. |
Jurisdictional Authority(ies) | Securities and Exchange Board of India Limited; BSE Ltd; The National Stock Exchange of India Limited; Jurisdictional National Company Law Tribunal (‘NCLT’); Jurisdictional Registrar of Companies (‘ROC’); Jurisdictional Regional Director (‘RD’) NCLT appointed Official Liquidator |
Consideration | The Transferee Company shall issue shares to the shareholders of the Transferor Company in the ratio as mentioned in the valuation report issued by the registered valuer. |
Accounting Treatment | Acquisition method under IndAS 103; |
Taxation | Tax neutral transaction |
Pre and Post shareholding patterns of the group companies, pursuant to effectiveness of the Scheme:
Name of the Company | Pre-Scheme Shareholding | Post-Scheme Shareholding | ||
% Promoter Shareholding | % Public Shareholding | % Promoter Shareholding | % Public Shareholding | |
INOX Leisure Limited | 74.048% | 25.952% | 68.73% | 31.27% |
PVR Limited | 60.99% (held by LTI) | 39.01% | NA, since merged | NA, since merged |
Resultant structure post approval of the Scheme is as under:
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- Both, the Transferor Company and the Transferee Company believe that the financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of each of the Parties pooled in the merged entity, will lead to increased optimal utilisation of resources, cost reduction and efficiencies, productivity gains and logistic advantages, thereby significantly contributing to future growth and maximising shareholder
- Further, the proposed amalgamation is carried out to benefit as under:
- consolidation for the long-term sustainability of the business;
- create value for stakeholders including respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, innovations in technology and expanded reach with increased growth opportunities, higher cross selling opportunities to a larger base of customers, improvement in productivity and operational efficiencies, amongst others;
- accelerate growth and expand into Tier-2 and Tier-3 cities and take modem multiplex experience across more states and towns across India;
- better administration and cost optimization (includ ing optimization in administrative and other common costs by bulk negotiations);
- pooling of resources and creating better synergies;
- provide material reusable cost and revenue synergies for the benefit of the Parties; and
- optimal utilisation of resources and economies of scale resulting in improved efficiencies especially in the wake of Covid-19, which has impacted the film exhibition industry at The growth of digital OTT platforms due to higher mobile internet penetration, low cost of internet data, ease of access, multi-homing, free content and low subscription charges has already begun to have an impact and will continue to impose significant pressures on the theatrical business. The film business is going through a rapid transformational change due to advent of technology and hence, in order to compete effectively, it has become imperative to consolidate for the long term sustainability of the business.
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