Tag: board of directors

  • Dish TV Crisis: Shockingly four independent Directors were rejected by shareholders

    Dish TV Crisis: Shockingly four independent Directors were rejected by shareholders

    Mumbai – At extraordinary meetings of Dish TV shareholders, shockingly shareholders rejected the candidature of four independent candidates during the meeting. In recent developments, Dish TV India approved Sunil Khanna as an independent director and Ravi Bhushan Puri as an executive director.

    According to the mint report, due to the rejection of 4 independent directors, an Extraordinary General Meeting ( EGM) was called out on 3 March, and the resignation of Independent director Zohra Chatterjee effective from 2 June. The appointment of new directors Sunil Khanna, and Ravi Bhushan Puri became effective after Ministry of Information and Broadcasting (MIB) approval.

    According to Dish TV’s statement, Ravi Bhushan Puri will not be entitled to additional remuneration for an aforementioned appointment. He will continue with the designation of ‘ Corporate Head of Broadcasting’ in the company.

    Dish TV faced a board strength shortfall that is not aligned with the mandatory requirements of SEBI ( Security Exchange Board of India) for six directors. Now in contingency by the disapproval of four independent directors, the company stated to have taken compliance measures with listing regulations.

    According to exchange filings, the appointment of Rajesh Sahni, Virender Tagra, Aanchal David, and Shankar Agrawal was rejected by minority shareholders. Before this EGM meeting development of Dish TV 13 Directors was rejected by shareholders in 2021.

    Internal financial stability problems will be addressed by shareholders of the company in the upcoming days.
     

  • Affle board appoints four additional directors

    Affle board appoints four additional directors

    Mumbai: Technology company Affle on Monday announced the appointment of four additional directors to its board. The new members include independent director Lay See Tan, executive director Vipul Kedia, non-executive director Noelia Amoedo and non-executive director Elad Natanson.

    Vipul Kedia has been associated with Affle for 16 years and is currently serving as chief data and platforms officer and head of MAAS Platform in India.

    Noelia Amoedo is the founder and CEO of mediasmart, now part of the Affle Group. She has extensive experience in mobile, internet and social media, with a proven track record of developing profitable businesses from scratch in international markets.

    Lay See Tan is a seasoned finance professional who has served as CFO of public-listed companies on Singapore Stock Exchange, NASDAQ and led hyper growth tech start-ups across various industries.

    Elad Natanson is the CEO of Appnext, now part of Affle group and has been at the forefront of mobile and internet innovation for more than 20 years evangelising several companies in the digital sphere.

    With this, Affle’s board will now comprise 10 directors led by an independent non-executive chairman and will include four women directors. The additions are designed to support Affle’s accelerated growth momentum, provide greater accountability to the senior leadership and reflect upon the company’s commitment to maintain highest standards of corporate governance with enhanced depth of expertise.

    Affle non-executive chairman and independent director Bijynath said, “I am pleased to welcome new directors to the board where their years of invaluable experience, skills and diversity of opinion will help us on our journey ahead. This will further enhance our overall corporate governance, risk management processes & thought leadership enabling holistic organisational development and sustainable value creation for all our stakeholders.”

    Affle managing director and CEO Anuj Khanna Sohum said, “These appointments come at a time when we are amidst our accelerated growth trajectory, embarking on several innovations and I am elated to welcome the directors joining our board at such a pivotal phase of Affle. The directors’ unique and entrepreneurial perspective will further augment our strategic differentiation, global market position following the highest levels of transparency and governance. We look forward to leveraging their scientific and strategic expertise while keenly promoting our Affle 2.0 culture of diversity, equity and inclusion across the organisation including at our board of directors.”

  • Eros Media to raise fund, board approves issue of 22.5 crore equity shares

    Eros Media to raise fund, board approves issue of 22.5 crore equity shares

    Mumbai: Eros International Media has announced its plans to raise funds, a change directorate and management on Thursday. Kishore Lulla resigned as the executive director of the company.

    The company’s board of directors approved an increase in the authorised share capital of the company from Rs 125 crore divided into 12.5 crore equity shares of Rs 10 each to Rs 350 crore divided into 35 crore equity shares of Rs 10 each by creation of additional 22.5 crore equity shares of face value of Rs 10 each ranking pari passu (same rate) in all respects with the existing equity shares of the company.  

    The board also approved the issue of up to Rs 13.5 crore convertible warrants for Rs 30 per warrant with a right to the warrant holders to apply for and be allotted one equity share of face value Rs 10 each of the company at a premium of Rs 20 per equity share for each warrant within 18 months from the date of allotment of warrants, for an amount up to Rs 405 crore for cash and in such form and manner and under Chapter V of the Securities and Exchange Board of India (SEBI), subject to the approval of members of the company and such regulatory/statutory authorities as may be applicable.

    The board appointed Vijay Jayantilal Thaker as an additional director of the company subject to shareholder approval in the ensuing annual general meeting. Thaker resigned from the role of the chief financial officer of the company.

    The company announced the appointment of Rajesh Chalke as chief financial officer.

    In April, the company had announced several additions to the board including the appointment of Rishika Lulla Singh as executive chairperson, Pradeep Dwivedi as new CEO and Rajesh Chalke as chief financial officer. It also changed the corporate name of the entity listed on New York Stock Exchange from ErosSTX Global to Eros Media World Plc after completing the previously announced sale of STX subsidiary. 

  • Multiplex giants PVR, Inox announce merger to combat OTT onslaught

    Multiplex giants PVR, Inox announce merger to combat OTT onslaught

    Mumbai: Top multiplex chains PVR Ltd and Inox Leisure Ltd have announced a merger following a meeting of their board of directors on Sunday. The combined entity, called PVR Inox Ltd, will become the largest film exhibition company in India operating 1546 screens.

    “The merged entity would be able to strongly counter the advent of various OTT platforms and the after effects of the pandemic,” the two companies said in an exchange filing.

    The merger will be an all-stock amalgamation subject to approval of the shareholders of PVR and Inox respectively, stock exchanges, Sebi and such other regulatory as may be required.

    Post the merger, the promoters of Inox will become the co-promoters in the merged entity along with existing promoters of PVR. The board of directors of the merged company will be reconstituted with a total board strength of ten members and both the promoter families having equal representation on the board with two seats each. PVR promoters will have 10.62 per cent stake while Inox promoters will have 16.66 per cent stake in the combined entity.

    When the merger becomes effective, shareholders of Inox will receive shares of PVR in exchange of shares in Inox at the approved share swap ratio. Inox shareholders will receive three shares in PVR for ten shares of Inox.

    It was also decided that PVR chairman Ajay Bijli will lead the combined entity as managing director and Sanjeev Kumar will be the executive director.

    Inox Group chairman Pavan Kumar Jain will be named as non-executive chairman of the board, and Siddharth Jain will serve as non-executive non-independent director in the combined entity.

    “This is a momentous occasion that brings together two companies with significantly complementary strengths,” said PVR’s Ajay Bijli. “The partnership of these two brands will put consumers at the center of its vision and deliver an unparalleled movie going experience to them. The film exhibition sector has been one of the worst impacted sectors on account of the pandemic and creating scale to achieve efficiencies is critical for the long-term survival of the business and fight the onslaught of digital OTT platforms.”

    “Coming together of two iconic cinema brands, which are driven by passion, is certainly the most historic moment in the Indian cinema exhibition industry,” stated Inox Leisure director Siddharth Jain. “Both companies have set high service benchmarks in an endeavour to offer the best cinema experience in the world, to the most passionate moviegoers, and would continue to do so as a unified entity. As we head into the industry’s revival amidst headwinds, this decisive partnership would bring in enhanced productivity through scale, a deeper reach in newer markets and numerous cost optimisation opportunities, and continue to delight cinema fans with world-class experiences and landmark innovations.”

  • Lara Balsara joins Nobel Hygiene’s board of directors

    Lara Balsara joins Nobel Hygiene’s board of directors

    Mumbai: Nobel Hygiene, a private manufacturer of disposable hygiene products has announced the appointment of Lara Balsara to its board of directors. 

    Balsara brings to the table her vast experience in the advertising and media planning industry and will add immense value to Nobel Hygiene’s brands across their media intensive categories. “She is the first woman independent director to be appointed to the company’s board,” said the statement.

    “Lara is a legend in the media and advertising industry. Her insight and expertise will add great value to the company especially at a time when our brands are embarking on media intensive journeys,” said Nobel Hygiene VP – marketing Kartik Johari. “There is an emotional connect with her, too—Nobel Hygiene was one of her first accounts that she reached out to as a media trainee during the beginning of her career at Madison. Our association has only grown stronger with time. Throughout the years, Madison has been a valued partner and we hope to deepen this relationship over the next phase of brand building.”

    Balsara was inducted into the board of directors on 3 February. “My association with Nobel Hygiene started way back in 2005. I have seen the company and its various brands grow from strength to strength over the years,” stated Lara Balsara. “The categories that Nobel Hygiene operates in, come with their own set of very unique challenges. With the right mix of media and medium we can create an unbeatable combination that can take brand awareness to the next level. The sky is the limit.”

  • Nxtdigital board approves transfer of digital, media & communication biz to HGSL

    Nxtdigital board approves transfer of digital, media & communication biz to HGSL

    Mumbai: Nxtdigital (NDL) board of directors has approved the proposed scheme of arrangement between NDL and Hinduja Global Solutions Ltd (HGSL) and their respective shareholders for the demerger of the digital, media and communications business undertaking of NDL into HGSL on a going concern basis.

    The board also approved the share exchange ratio for the proposed transfer. The ratio was approved based on the comprehensive valuation exercise carried out and recommended by two independent valuers – KPMG Valuation Services LLP and SSPA & Co Chartered Accountants. As per the valuation, each shareholder of NDL holding 63 equity shares will receive 20 fully paid equity shares (post bonus) of the face value of Rs 10 per share of HGSL.  

    These new share allotments in HGSL will be over and above the existing shares of NDL held by the shareholders, thus retaining their existing shareholding in NDL.

    “The media and entertainment industry is going through a digital transformation on the back of emerging technologies,” said Nxtdigital managing director and CEO Vynsley Fernandes. “The proposed transfer, once completed, will fuel our expansion plans in the digital space, as we look to harness analytics and automation to grow our digital portfolio across video, broadband, OTT, WiFi and other services.”

    “NDL shall pursue other high growth-oriented business opportunities in a restructured manner including rebranding, renaming in consonance with potential M&A proposals,” said the statement.

    The proposed scheme is subject to all shareholder and regulatory approvals and the approval of the National Company Law Tribunal (NCLT).

  • Dish TV India schedules 33rd AGM for 30 December

    Dish TV India schedules 33rd AGM for 30 December

    Mumbai: Dish TV India’s board of directors has scheduled the 33rd annual general meeting (AGM) for 30 December.

    The company has extended the timeline for the AGM several times since it was first scheduled to be held on 27 September. It applied for the extension in view of the issues arising out of the pendency of an application filed by its shareholder Yes Bank before the National Company Law Tribunal (NCLT), Mumbai bench and in order to ensure compliance of all applicable laws and guidelines in this matter

    Dish TV India and Yes Bank are engaged in a boardroom battle where the latter sought the removal of directors of the company including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    The bank has proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

    Yes Bank moved to NCLT with a petition to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India and pass its resolution.

  • Zeel-Invesco case: Bombay HC to resume hearing on 6 December

    Zeel-Invesco case: Bombay HC to resume hearing on 6 December

    Mumbai: The division bench of the Bombay high court has kept the Zee Entertainment Enterprises Ltd (Zeel) and Invesco case for further hearing on 6 December. Invesco has challenged the injunction order by the court that restrained the majority shareholder from calling an extraordinary general meeting (EGM) of shareholders.

    The court had granted the injunction on 29 October.

    The Zeel-Invesco boardroom began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own ~18 per cent stake in the company had sent a requisition notice to the company on 11 September to call for an EGM.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations. 

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Susan E Arnold becomes Disney’s first woman chairperson

    Susan E Arnold becomes Disney’s first woman chairperson

    Mumbai: In its 98-year history, the Walt Disney Company board of directors has elected Susan E Arnold as its first woman chairperson. Her appointment will be effective from 31 December.

    Arnold, a 14-year member of the Disney board who has served as its independent lead director since 2018, will succeed Robert A Iger as chairperson of the board when he departs the company at the end of the year.

    “Susan is an incredibly esteemed executive whose wealth of experience, unwavering integrity, and expert judgment have been invaluable to the Company since she first joined the Board in 2007,” said executive chairman and chairman of the board Robert A Iger. “Having most recently served as independent lead director, Susan is the perfect choice for chairman of the board, and I am confident the company is well-positioned for continued success under her guidance and leadership. It has been a distinct honour to work with Susan and our many other talented directors, and I am incredibly grateful for the support and wise counsel they have provided during my tenure.”

    Arnold brings to her role extensive public-company board experience and in-depth knowledge of brand management and marketing, environmental sustainability, product and business development, international consumer markets, finance, and executive and risk management. She was formerly an operating executive of the equity investment firm The Carlyle Group, where she served from 2013 to 2021. Previously, she served at Procter & Gamble as president of global business units from 2007 to 2009. Prior to that at Procter & Gamble, Arnold was vice chair – Beauty & Health from 2006, vice chair – Beauty from 2004, and president – global personal beauty care & global feminine care from 2002. She was a McDonald’s Corp director from 2008 to 2016, and NBTY Inc director from 2013 to 2017.

    “On behalf of the board, I would like to express my deepest gratitude to Bob Iger for his extraordinary leadership over the past decade-and-a-half,” said Arnold. “Bob has led Disney to amazing heights both creatively and financially, with his clear strategic vision for delivering high-quality branded storytelling, embracing cutting-edge technology, and expanding internationally, and he’s left an indelible mark on The Walt Disney Company that will be felt for generations to come. As I step into this new role as chairman of the board, I look forward to continuing to serve the long-term interests of Disney’s shareholders and working closely with CEO Bob Chapek as he builds upon the company’s century-long legacy of creative excellence and innovation.”

  • SC orders stay on criminal proceedings against Yes Bank

    SC orders stay on criminal proceedings against Yes Bank

    Mumbai: The Supreme Court on Tuesday ordered a stay on the criminal proceedings against Yes Bank initiated by Essel group founder Subhash Chandra. The court has granted three weeks to file the counter affidavit.

    Furthermore, Dish TV India has informed its shareholders on the postponement of its 33rd annual general meeting that was scheduled for 30 November. The company has received approval for an extension for time for holding the AGM by the Registrar of Companies. While Dish TV India has not announced the next date for the AGM, the period cannot exceed more than one month from the current scheduled date of the AGM.

    On 6 November, Dish TV India had disclosed that it received a notice from the crime branch in Gautam Buddh Nagar restricting Yes Bank from dealing in/and or exercising any rights over equity shares of Dish TV India held by Yes Bank until completion of an investigation being conducted by them. There were no details of the nature of the investigation disclosed. Yes Bank moved to the Allahabad high court to quash the case which later escalated to the Supreme Court.

    Earlier, Yes Bank, which has a 25.63 per cent shareholding in Dish TV India, had sought the removal of directors of the company including managing director Jawaher Lal Goel and independent directors Dr. Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien by calling for an extraordinary general meeting (EGM) of shareholders.

    The bank proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

    Yes Bank had moved to National Company Law Tribunal, Mumbai with a petition to call for an EGM of shareholders of Dish TV India and pass its resolution.