NCLT grants approval to PVR-Inox merger scheme – Times of India

The Mumbai bench of the National Company Law Tribunal (NCLT) has sanctioned the scheme of arrangement between cinema chains PVR and Inox Leisure. The written order is expected to come out in the next few days.
“We would like to inform you that Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, has allowed the Proposed Scheme today i.e., 12th January 2023. The copy of the detailed order is awaited and the same shall be disclosed to the Stock Exchanges as and when received by the Company,” PVR said in a filing to the BSE.

Once the NCLT issues the detailed order copy, the two companies will file the same with regulatory authorities like the Registrar of Companies (RoC) and stock exchanges. The allotment of shares is expected to be completed in the next few weeks.
“The written order copy of the NCLT will be filed with regulatory bodies and allotment of PVR’s shares to Inox shareholders will be done in the coming weeks. The merger will conclude with the allotment of shares,” a source close to the development said.

In the previous hearing on 15th December, the NCLT had posted the PVR-Inox merger application case for a final hearing on 12th January 2023.

PVR and Inox Leisure had moved the NCLT to seek the tribunal’s approval for the proposed merger between the cinema chains.

Earlier, not-for-profit public policy and advocacy group Consumer Unity & Trust Society (CUTS) had moved National Company Law Appellate Tribunal (NCLAT) against the Competition Commission of India’s (CCI) order on the PVR-Inox merger deal.

A two-member bench adjourned the matter, which also has PVR and Inox as parties, till 9th February.

In September, the CCI rejected CUTS’ complaint against the merger between PVR and Inox Leisure. The competition watchdog had then stated that the apprehension of the likelihood of appreciable adverse effect on competition (AAEC) by an entity that is yet to take form cannot be a subject matter of inquiry/investigation.

The CCI had also stated that it would examine the order under the provisions of the Competition Act if, post-facto, any matter of abusive conduct comes up.

Under the all-stock amalgamation deal, Inox will merge with PVR. The promoters of Inox will become co-promoters in the merged entity along with the existing promoters of PVR.

The combined entity will become the largest film exhibition company in India.