DTH consolidation: Videocon d2h and Dish TV complete amalgamation process

Direct-to-home (DTH) service provider Dish TV India Ltd has announced the completion of Videocon DTH arm D2h Ltd’s merger with Dish TV India Ltd.

“Taking further steps to effect the scheme of arrangement for amalgamation of Videocon D2h into and with Dish TV, the companies on Thursday, filed the copy of the order dated July 27, 2017, passed by the National Company Law Tribunal (NCLT), along with the approved scheme in Form INC-28 with the Registrar of Companies, Mumbai,” Dish TV said in a statement.

Accordingly, after completing all the steps pursuant to the scheme read with the NCLT order, Videocon D2h has merged into and with Dish TV India on Thursday, the effective date of the scheme.

Dish TV India CMD Jawahar Goel said: “We are extremely pleased to announce that… today, Videocon D2h Limited and Dish TV India Limited have become one entity. This amalgamation positions the new entity for exceptional future growth and profitability and puts on us the responsibility to lead the DTH industry in India to the next level.”

A meeting of the board of directors of the company is scheduled to be held on Monday to consider and initiate necessary incidental actions in relation to the scheme of arrangement for the merger.

Taking into consideration the last reported full-year revenue and earnings before interest, tax, depreciation and amortization (Ebitda) numbers of the two DTH players on a pro-forma basis, Dish TV and Videocon D2h reported separate revenue and Ebitda numbers adding up to Rs 60.86 billion and Rs 19.91 billion, respectively, for 2016-17.

The two companies had entered into definitive agreements in November 2016 for the amalgamation of Videocon D2h through a scheme of arrangement among Dish TV, Videocon D2h and their respective shareholders and creditors.

The proposed transaction had been notified to the Competition Commission of India (CCI) for its approval and CCI had given its approval to the proposed transaction in a letter dated May 4, 2017.

On May 12, 2017, in a meeting convened by the NCLT, the equity shareholders of the company had also approved the Scheme for amalgamation of Videocon D2h into and with Dish TV.

Subsequently, the Mumbai Bench of NCLT, at a hearing held on July 27, 2017, had approved the scheme under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013. The Appointed date for the Scheme was therein fixed as October 1, 2017.