Category: TDSAT

Mumbai: Zee-Sony merger may finally see the light of the day, according to a note shared by Dolat Capital.

Here’s what the note states:

NCLT concludes hearing, reserves order; hopefully shall be positive

As per media, NCLT has today concluded the hearing going on since 6m on Zee-Sony matter and has reserved the order. NCLT order shall take one to three weeks’ time. We presume the NCLT order shall be positive since the matter was related to lenders in NCLT. As per Zee management, the company had either settled with lenders or the case was disposed of where Zee was remotely connected.

No immediate relief for Zee promoters from SAT

Separately, SAT has rejected the appeal of Zee’s MD & CEO Punit Goenka to stay the SEBI order directing him to cease to hold the position of a director or a KMP in any listed company or its subsidiaries until further orders.

Merger key positive

With or without Punit: Positive NCLT order on merger would be key. Merged entity will be under Sony’s control and they may have to look at an alternate MD & CEO instead of Punit, even if temporary. In a recent media interview, Punit confirmed that the merger shall not halt irrespective of the SAT outcome being against him is a respite.

Process post NCLT approval

Zee shall get the physical copy of order in 15 days post the order. It would then file with ROC for merger of Zee-Sony. Separately, it would go to SEBI for de-listing of Zee shares and re-listing of the merged entity. Post NCLT approval, the process shall take 2.5-3.5 months

Mumbai: Securities Appellate Tribunal (SAT) has refused to grant an interim stay on SEBI’s order against Zee Entertainment’s Subhash Chandra and Punit Goenka. According to media reports, Goenka and Chandra will be filing a reply in SEBI in two weeks on their interim order.

On June 12, the Securities and Exchange Board of India’s (SEBI) in an ex-parte interim order restrained Essel Group chairman Chandra and ZEEL Managing Director and CEO Goenka’s from holding any directorship or key managerial positions in listed entities on account of alleged fund diversion.

In his arguments, Sebi’s counsel Darius Khambata late in June said the material gathered by the market regulator in the last four months indicated alleged siphoning off funds and showed further investigations were already underway. Khambata also said the market regulator’s actions are based on evidence.

Senior advocate Janak Dwarkadas, representing Goenka, said that by removing two key people from the company, Sebi has infringed upon their fundamental rights to be employed.

He also argued that investigations have not found any active irregularity about the role of the promoter or proof that the transactions are bogus.

Mumbai: The National Company Law Tribunal (NCLT) has adjourned the hearing in the Zee-Sony merger case to 10 July, according to media reports.

Zeel’s advocate has informed the court that the scheme of arrangement between ZEEL and Culver Max Entertainment (Sony) has been approved by 99.97 per cent shareholders, and the regulatory bodies.

On the regulator SEBI’s interim order against Essel Group chairman Subhash Chandra and ZEEL MD Punit Goenka, he noted that it was an ex parte order without show cause. He added that the interim order is before the Securities Appellate Tribunal (SAT), which has reserved the order in the matter.

Mumbai: The Securities Appellate Tribunal (SAT) has reserved its order in the plea filed by Essel Group Chairman Subhash Chandra and ZEE MD Punit Goenka against the Securities and Exchange Board of India (SEBI) that barred the two from holding managerial positions or directorship in listed entities.

The father-son duo had approached SAT on 13 June against the interim order by Sebi passed on 12 June. Reports say that the bench reserved the order after hearing all the arguments.

Sebi’s counsel Darius Khambata stated that the regulator has uncovered a series of disputed transactions that have taken place where related parties were involved. Sebi gave them 21 days to explain, but instead, they decided to approach SAT.

Senior advocate Janak Dwarkadas, who appeared on behalf of the father-son duo, said that Sebi has no evidence apart from bank statements and that it’s wrong to conclude that the fund repayments by Essel Group entities to ZEEL are book entries.

Dwarkadas also argued that the burden rests with the regulator to prove how the transactions are bogus. Chandra and Goenka reportedly also said that Sebi did not issue a notice before passing the order. They also said that Sebi didn’t follow the principles of natural justice.

Mumbai: Zeel CEO & managing director Punit Goenka told in interviews to media publications that the ongoing Zee-Sony merger will go through whether or not he remains the CEO.

He has also said that he hopes the merger formalities will be completed by September.

Meanwhile, Zee has paid Rs seven lakh as settlement charges to Sebi for alleged securities law violation, media networks have reported.

Also, the Securities Appellate Tribunal (SAT) has adjourned the hearing of a plea by Essel Group chairman Subhash Chandra and Goenka against the Sebi order to 26 June.

Mumbai: Sony Pictures Entertainment (SPE) has issued a statement saying that it takes the Securities and Exchange Board of India’s (SEBI) interim order against Zee Entertainment Enterprises Ltd. (ZEEL) promoters very seriously and will continue to monitor developments that may affect the deal.

The statement was issued after a media report said that Sony is unlikely to pull out of the merger with Zee despite Sebi’s fund diversion allegations against Essel Group chairman Subhash Chandra and Zee Entertainment Enterprises CEO Punit Goenka.

In the statement, Sony Pictures Entertainment said, “There have been several erroneous press reports recently speculating about the future of ZEEL’s planned merger with SPNI following SEBI’s interim order against Subhash Chandra and Punit Goenka. We take very seriously the SEBI interim order and will continue to monitor developments that may affect the deal.”

Mumbai: According to media reports, Sony is unlikely to pull out of the merger with Zee despite Sebi’s fund diversion allegations against Essel Group chairman Subhash Chandra and Zee Entertainment Enterprises CEO Punit Goenka. Sony will stick to the merger’s commitment without any alterations.

On 12 June, the Securities and Exchange Board of India (Sebi) issued an interim order alleging that Chandra and Goenka siphoned off funds and barred the father-son duo from holding any position on the board or key managerial positions in any listed company. While Chandra stepped down as Zee chairman in 2019, his son, Goenka, is Zee’s managing director and chief executive officer (CEO).

Zee has challenged Sebi’s order at the Securities Appellate Tribunal (SAT), which will next hear the matter on 26 June. In the interim, in a series of interactions over the past week, the two groups approved an alternative plan in case the worst-case scenario plays out.

Mumbai: The Securities Appellate Tribunal (SAT) has adjourned the hearing of the plea to 26 June by Essel Group chairman Subhash Chandra and Zee Entertainment Enterprises CEO Punit Goenka.

The duo had filed a plea asking the Sebi order to be set aside. The market regulator had barred the two from holding any directorial or managerial position for a year as an action against the two for siphoning off funds from the listed entity for their own benefit.

As per media reports, Goenka’s counsel said that the petitioners have appealed against an ex-parte order since the regulator has said it is “curious” but hasn’t “reached a conclusion”.

Mumbai: ZEE has filed a petition challenging the order before the Securities Appellate Tribunal (SAT) after the Securities and Exchange Board of India (SEBI) gave an interim order imposing a ban on ZEE promoters Subhash Chandra and Punit Goenka, preventing them from holding directorial and key managerial roles due to allegations of funds siphoning. ZEE’s counsel mentioned that principles of natural justice hadn’t been followed in the case.

Following ZEE’s petition, SAT has asked SEBI to file its response within 48 hours.

According to reports, ZEE contended that SEBI’s order will impact the hearing on its merger deal with Sony before the National Company Law Tribunal (NCLT), which is scheduled for 16 June 2023. The NCLT hearing for the merger will also provide clarity on the exchange reassessment issue.