Diligent Media Corporation Limited Information Memorandum TABLE OF CONTENTS Section Particulars Page No. I General A Definitions, Abbreviations and Industry related terms 3 II Risk Factors 8 III Introduction A Summary of Industry & Business 20 B Summary of Financial information 25 C General Information 28 D Capital Structure 31 E Scheme of Arrangement & Amalgamation 39 F Statement of Possible Tax Benefit 45 IV About the Company A Company History and Management 62 B Promoters, Subsidiaries and Listed Group Entities 74 V Financial Statements 89 VI Legal and other information A Outstanding Litigations, Defaults and Material Developments 90 B Other Regulatory and Statutory Disclosures 195 VII Other Information A Main Provisions of Articles of Association 198 B Documents for Inspection 219 C Declaration 219 Annexure A – Financial Statements 220 2 Diligent Media Corporation Limited Information Memorandum I. GENERAL A. Definitions, Abbreviations and Industry Related Terms Act The Companies Act, 2013 and applicable provisions of Companies Act, 1956 Auditor The Statutory Auditors of the Company M/s. B S Sharma & Co., Chartered Accountants Articles Articles of Association of Diligent Media Corporation Limited. Appointed Date The Appointed date as defined in the Scheme viz. April 1, 2017 Board Board of Directors of Diligent Media Corporation Limited. BSE BSE Limited CDSL Central Depository Services (India) Limited Depositories Act The Depositories Act, 1996 as amended from time to time Depository Participant A Depository Participant registered with SEBI under the SEBI (Depositories & Participants) Regulations, 1996 as amended from time to time Designated Stock BSE Exchange DIN Director Identification Number Directors Directors on the Board of Diligent Media Corporation Limited Dish TV Dish TV India Limited, one of the Listed Group entities of the Company incorporated under the Companies Act, 1956 with Corporate Identification Number L51900MH1988PLC287553 DMCL or Resulting Diligent Media Corporation Limited a Public Limited Company or Transferee Company incorporated under provisions of the Companies Company 1 or Act, 1956 with Corporate Identification Number Company U22120MH2005PLC151377 DP Depository Participant Effective Date Means 28th day of July 2017 when the Certified copies of Orders of the Hon’ble NCLT approving the Scheme of Arrangement and Amalgamation was filed with the Registrar of Companies at Mumbai, Maharashtra by all the Companies involved in the Scheme. Equity Shares Fully paid-up Equity shares of Re 1/- each of the Company Equity Shareholders Equity Shareholders of the Company FDI Foreign Direct Investment FDI Policy Consolidated Foreign Direct Investment Policy issued by Government of India as amended from time to time FEMA Foreign Exchange Management Act, 1999 as amended from time to time, including the regulations framed thereunder FII Foreign Institutional Investor as defined under SEBI (Foreign Institutional Investors) Regulations, 1995 registered with SEBI under applicable laws in India Financial Year / FY Any period of twelve months ended March 31 of that particular year unless otherwise stated 3 Diligent Media Corporation Limited Information Memorandum FIPB Foreign Investment Promotion Board FPI Foreign Portfolio Investor GOI Government of India GST Goods and Services Tax IND-AS Indian Accounting Standards notified by Ministry of Corporate Affairs under Section 133 of Companies Act, 2013 Information This Information Memorandum Memorandum I T Act Income Tax Act, 1961 and subsequent amendments thereto Listed Group Entities Listed Group entities mean and includes Zee Entertainment Enterprises Ltd, Dish TV India Ltd, Zee Media Corporation Ltd, Zee Learn Ltd and Siti Networks Ltd identified as top 5 listed group entities based on Market Capitalisation as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended Maurya or Transferor Maurya TV Private Limited a Private Limited Company Company 3 incorporated under the provisions of the Companies Act, 1956 with Corporate Identification Number U92130MH2007PTC170952 MIB Ministry of Information and Broadcasting MOA Memorandum of Association of Diligent Media Corporation Limited MCA Ministry of Corporate Affairs Mediavest or Transferor Mediavest India Private Limited, a Private Limited Company Company 1 incorporated under the provisions of the Companies Act, 1956 with Corporate Identification Number U92132MH2001PTC130426. NCD Non-Convertible Debentures NCLT National Company Law Tribunal NRI Non-Resident Indian NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas Corporate Body Preference Shares Fully paid-up Preference Shares of Re 1 each of the Company Preference Shareholders Preference Shareholders of the Company Pri - Media or Pri - Media Services Private Limited a Private Limited Transferor Company 2 Company incorporated under provisions of the Companies Act, 1956 with Corporate Identification Number U22222MH2012PTC232006 Prime Publishing Prime Publishing Pvt Ltd, one of the Promoters of the Company Post Scheme, incorporated under the Companies Act, 1956. Post allotment of Equity Shares by the Company, the promoter entity was renamed as Primat Infrapower & Multiventure Pvt Ltd w.e.f November 2, 2017 vide fresh certificate of information issued by Registrar of Companies, Maharashtra at Mumbai. The revised Corporate Identity Number of Prime Publishing post above change is 4 Diligent Media Corporation Limited Information Memorandum U74110MH1999PTC285503. Promoters The Promoters of the Company Post Scheme viz. 25FPS Media Pvt Ltd, Arm Infra and Utilities Pvt Ltd, Prime Publishing Pvt Ltd (renamed as Primat Infrapower & Multiventure Pvt Ltd w.e.f November 2, 2017) and Sprit Textiles Pvt Ltd. (renamed as Sprit Infrapower & Multiventure Pvt Ltd w.e.f. November 2, 2017). RBI Reserve Bank of India Record Date Record Date means Friday, October 6, 2017 announced by Zee Media Corporation Limited for determining its Shareholders who would be entitled to issuance of Equity Shares by the Company pursuant to the Scheme of Arrangement & Amalgamation Registered Office Registered Office of the Company i.e. 18th Floor, A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai 400 013 Registrar & Transfer Link Intime India Private Limited Agent /Registrar RNI Registrar of Newspapers for India ROC Registrar of Companies at Mumbai, Maharashtra Rs. / Rupees / INR Indian Rupees Scheme The Scheme of Arrangement and Amalgamation between Zee Media Corporation Limited, and Diligent Media Corporation Limited, and Mediavest India Private Limited, and Pri – Media Services Private Limited, and Maurya TV Private Limited and their respective Shareholders and Creditors, under Section 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013, approved by the Mumbai Bench of the Hon’ble National Company Law Tribunal vide order passed on 8th day of June 2017. SCRA Securities Contract (Regulation) Act, 1956 SCRR Securities Contract (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 with amendments from time to time SEBI Guidelines Extant Guidelines for issue of capital and disclosure issued by the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended), called SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, including instructions and clarifications issued by SEBI from time to time. SEBI Circular SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, including any amendments thereof SEBI Listing SEBI (Listing Obligations and Disclosure Requirements) Regulations Regulations, 2015 as amended from time to time Siti Siti Networks Limited, one of the Listed Group entities of the 5 Diligent Media Corporation Limited Information Memorandum Company incorporated under the Companies Act, 1956 with Corporate Identification Number L64200MH2006PLC160733 Sprit Textiles Sprit Textiles Pvt Ltd, one of the Promoters of the Company Post Scheme, incorporated under the Companies Act, 1956. Post allotment of Equity Shares by the Company, the promoter entity was renamed as Sprit Infrapower & Multiventure Pvt Ltd w.e.f November 2, 2017 vide fresh certificate of information issued by Registrar of Companies, Maharashtra at Mumbai. The revised Corporate Identity Number of Sprit Textiles post above change is U74110MH2008PTC178527. ZMCL or Demerged Zee Media Corporation Limited, a Public Limited Company Company or Transferee incorporated under the Companies Act, 1956 with Corporate Company 2 Identification Number L92100MH1999PLC121506. ZEEL Zee Entertainment Enterprises Limited, one of the Listed Group entities of the Company incorporated under the Companies Act, 1956 with Corporate Identification Number L92132MH1982PLC028767 ZLL Zee Learn Limited, one of the Listed Group entities of the Company incorporated under the Companies Act, 1956 with Corporate Identification Number L80301MH2010PLC198405 In this Information Memorandum, all reference to Rs. / Re. refer to Rupees, the lawful currency of India, reference to one gender also refers to another gender and the word ‘Lakh’ means ‘one hundred thousand’ and the word ‘million’ means ‘ten lakhs’ and the word ‘crore’ means ‘ten million’. The words and expression used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, 2013, the Securities Contracts