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Tag: National Company Law Tribunal

  • Zee receives NCLT approval for settlement approval with Sony India

    Zee receives NCLT approval for settlement approval with Sony India

    Mumbai: Zee Entertainment Enterprises (ZEEL) has received approval from the National Company Law Tribunal (NCLT) to withdraw its application and claims related to the arbitration process involving its merger with Sony Pictures Networks India. This development marks the conclusion of a nearly three-year legal dispute.

    In a statement released on Thursday, Zee confirmed that the NCLT has agreed to allow the withdrawal of the scheme and has recalled the order it had previously sanctioned on 10 August 2023. This order had granted approval for the merger between ZEEL, Bangla Entertainment Private Limited (BEPL), and Culver Max Entertainment (CME).

    According to media reports, shares of Zee Entertainment Enterprises Ltd. (ZEEL) surged more than three per cent on Friday after the company announced that it had received regulatory approval to recall its merger with Culver Max Entertainment Pvt Ltd (formerly Sony Pictures Networks India) and Bangla Entertainment Pvt Ltd (BEPL). ZEE’s stock gained as much as 3.26 per cent, reaching Rs 139.15 per share on the BSE.

    Despite initiating legal proceedings, Zee and Sony Pictures Networks India eventually reached a non-cash settlement in August 2024, resolving the matter amicably.

  • Reliance-Viacom18-Disney merger gets NCLT nod too

    Reliance-Viacom18-Disney merger gets NCLT nod too

    MUMBAI: Even as media watchers await the detailed order of the Competition Commission of India, (CCI) another hurdle has been cleared by Reliance Industries relating to the merger of Viacom18 and Disney Star India – that of the National Company Law Tribunal (NCLT).

    It was on Friday that the NCLT gave it the green signal. Judicial member Kishore Vemulapalli and technical member Anu Jagmohan Singh gave the thumbs up to what will become India’s leading media conglomerate valued at over Rs 70,000 crore.

    Reliance owns a clutch of channels including the Colors and Sports 18 brands through its offshoot Viacom18 as well as the OTT platform JioCinema. It is seeking to merge these into Star India creating a giant merged combined entity.

    The NCLT has directed the companies to get ministry of information and broadcasting approval before resorting to any such transfer of channels. 

    Additionally, it has directed the firms to file the NCLT order and the approved scheme with  the registrar of companies within 30 days as well as approach the superintendent of stamps for stamp duty adjudication, if applicable, within 60 days.

  • 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.

  • 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.

  • NCLT adjourns Dish TV India-Yes Bank matter till 22 December

    NCLT adjourns Dish TV India-Yes Bank matter till 22 December

    Mumbai: The Mumbai bench of the National Company Law Tribunal (NCLT) has scheduled the next hearing of the Dish TV-Yes Bank matter on 22 December. It has also allowed Yes Bank two weeks’ time to file its reply in its case against Dish TV India.

    The bench also said that Dish TV India could file a rejoinder, if any, within one week, according to a report by Moneycontrol.

    Yes Bank had sought NCLT’s direction to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India to pass a resolution for the reconstitution of the company’s board.

    On 6 September, Yes Bank had sent a requisition notice to Dish TV India’s board to convene a special meeting of the shareholders seeking the removal of its board of directors including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    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.

    Yes Bank holds a 25.63 per cent stake in the company. It stated that it sought the removal of the present board of directors on the grounds that the board approved a Rs 1000 crore rights issue process despite objections raised by the bank, solely to dilute the shareholding of the bank.

    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.

  • Dish TV India to convene 33rd AGM on 30 November

    Dish TV India to convene 33rd AGM on 30 November

    Mumbai: Dish TV India has informed its shareholders that its board of directors has approved the convening of the 33rd Annual General Meeting (AGM) on 30 November after a resolution was passed by the board on 7 November.

    On 29 October, the company had applied to the Registrar of Companies, Mumbai seeking an extension till 31 December to convene the AGM.

    Dish TV India had first sought an extension of the AGM in a notice submitted on 19 September. The AGM was previously scheduled to be held on 27 September. In its notice to the BSE, the company applied for the extension to ensure compliance with a notice sent by Dish TV India’s largest shareholder Yes Bank.

    In another development, the crime branch in Gautam Buddh Nagar (a district in Uttar Pradesh) has sent a notice to Dish TV India on 6 November, 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. More details on the investigation are awaited.

    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.

    The bank had 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 National Company Law Tribunal Mumbai with a petition to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India and pass its resolution. 

  • Yes Bank moves NCLT against Dish TV

    Yes Bank moves NCLT against Dish TV

    Mumbai: The Mumbai bench of the National Company Law Tribunal (NCLT) has allowed Dish TV India till 15 November to file its response in a petition filed by its majority shareholder Yes Bank.

    Yes Bank sought NCLT’s direction to call for an extraordinary general meeting (EGM) of Dish TV India and pass a resolution for the reconstitution of the company’s board.

    On 6 September, Yes Bank had sent a requisition notice to Dish TV India’s board to convene a special meeting of the shareholders seeking the removal of its board of directors including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien

    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.

    Yes Bank holds a 25.63 per cent stake in the company. It stated that it sought the removal of the present board of directors on the grounds that the board approved a Rs 1000 crore rights issue process despite objections raised by the bank, solely to dilute the shareholding of the bank.

    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.

    It also postponed its 33rd annual general meeting scheduled on 27 September by two months.

  • Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Mumbai: The Bombay high court has ruled in favour of Zee Entertainment Enterprises Ltd (Zeel) temporarily barring the requisition notice by its majority shareholder Invesco to call for an extraordinary general meeting (EGM).

    In another development, Zeel has also cancelled its board meeting scheduled on 27 October to discuss the unaudited financial results for the second quarter of the year ended 30 September citing lack of quorum. In the BSE filing, the company said that the next date of the meeting will be duly informed with fresh notice.

    “The decision taken by the hon’ble Bombay high court is a huge win for all the stakeholders of the company,” a Zeel spokesperson said in a statement on Tuesday.

    The National Company Law Tribunal (NCLT) hearing on a petition moved by Invesco on the EGM notice will be held on Wednesday. The NCLT is likely to follow the Bombay high court decision.

    The Zeel-Invesco tussle 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 an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days if stakeholder demanding it owns more than 10 per cent of the company.

    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.”

  • Videocon d2h, Dish TV merger comes to fruition

    Videocon d2h, Dish TV merger comes to fruition

    MUMBAI: The long drawn out merger of direct-to-home operators Dish TV India Ltd (Dish TV) and Videocon d2h Ltd (Videocon d2h) has finally come to pass.

    A release issued by Dish TV that taking further steps for effecting the scheme of arrangement for the amalgamation of Videocon d2h with Dish TV, the companies, earlier during the day, filed the copy of the order dated 27 July 2017 passed by the National Company Law Tribunal (NCLT) along with the approved scheme in Form INC-28 with the Registrar of Companies, Mumbai.

    “Accordingly, post completing all the steps pursuant to the scheme, Videocon d2h has merged into and with Dish TV on 22 March 2018, the effective date of the scheme,” the release added.

    The combined entity, to be named Dish TV Videocon, will have approximately 29 million subscribers, making it the second largest DTH company in the world. There was a halt in the merger scheme about two months ago when Dish TV wanted Videocon d2h to clarify some of the insolvency proceedings against it.

    Dish TV CMD Jawahar Goel said, “We are extremely pleased to announce that the D-Day is finally here. Today, Videocon d2h and Dish TV 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.”

    “It has been a long journey and I would once again like to put on record, through these pages, our appreciation for the Ministry of Information and Broadcasting, the National Company Law Tribunal, the Competition Commission of India, the Securities and Exchange Board of India, the NSE, the BSE, NASDAQ and all other stakeholders for showing their trust in us. I would also like to express our gratitude to the shareholders of both companies for standing by us through the transaction and believing in the company,” he added.

    A meeting of the board of directors of the company is scheduled to be held on Monday, 26 March 2018, to inter alia consider and initiate necessary incidental actions in relation to the scheme of arrangement for amalgamation of Videocon d2h into and with Dish TV.

    The merger paves way for the creation of the largest listed media company in India taking into consideration the last reported full-year revenue and EBITDA numbers of the two DTH players on a pro-forma basis. Dish TV and Videocon D2h reported separate revenue and EBITDA numbers that, at a pro-forma level, added up to Rs 60,862 million and Rs 19,909 million for financial year 2016-17.

    The two companies had entered into definitive agreements in November 2016 for amalgamation of Videocon D2h into and with Dish TV through a scheme of arrangement amongst 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 for the proposed transaction vide its letter dated May 4, 2017.

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

    Subsequently, the Mumbai bench of the NCLT, at a hearing held on 27 July 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 1 October 2017.

    Dish TV Videocon is expected to provide better synergies and growth opportunities through enhanced after-sales, distribution and technology capabilities. Aon, Deloitte and PwC have been roped in to help it with project management for seamless integration of core functions, processes and technology infrastructure.

    It has been a long journey for Dish and Videocon d2h since they announced the intent to merge in November 2016. Last year, it received the nod from both the Ministry of Information and Broadcasting and the National Company Tribunal Law to go ahead to create the giant DTH player.

  • HVL reports lower loss for fiscal ’17, media & communications segment revenue up

    HVL reports lower loss for fiscal ’17, media & communications segment revenue up

    BENGALURU: Hinduja Ventures Limited (HVL) reported lower consolidated loss of Rs 566.08 million for the fiscal ended 31 March 2017 (FY-17, current fiscal) as compared to the consolidated loss of Rs 812.068 million for the previous financial year (FY-16). HVL’s consolidated total revenue increased 21.47 percent in FY-17 to Rs 8,260.06 million as compared to Rs 6,799.789 million in the previous year.

    The company’s media and communications segment reported 24.5 percent higher revenue at Rs 6,131.949 million in the current year as compared to Rs 4,925.454 million in the previous fiscal. Loss from the Media and Communications segment operating loss in the current year was higher at Rs 3,148.046 million as compared to Rs 1,858.129 million as compared to the prevision financial year.

    As reported by www.indiantelevision.com, HVL had informed the stock exchanges yesterday that the National Company Law Tribunal (NCLT) has sanctioned the Scheme of Arrangement for the vesting of its direct subsidiary Grant Investrade Limited’s (GIL) Head-end-in-the-sky (HITS) business undertaking to its indirect subsidiary Indusind Media & Communications Limited. Consequently, the company has filed revised financial results for fiscal 2017.

    The company said that the arrangement is expected to strengthen HVL’s investment in the media business, which will in turn unlock the value of its shareholders. Accordingly, pursuant to the aforesaid arrangement, the Headend-in-the- Sky (HITS) business undertaking of GIL vested in to IMCL with effect from 01 October 2016, being the appointed date.

    GIL had received the HITS licence in March 2014. Last year in September, the Hinduja Group had received shareholders’ approval to restructure its media business, which includes cable TV business under IndusInd Media and headend-in-the-sky (HITS) under GIL.

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