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Tag: OFI Global China Fund IIC

  • NCLAT reserves orders on Zeel’s appeal

    NCLAT reserves orders on Zeel’s appeal

    Mumbai: The National Company Law Appellate Tribunal (NCLAT) on Thursday reserved orders on an appeal moved by Zee Entertainment Enterprises Ltd (Zeel). The company had challenged the 5 October order by the National Company Law Tribunal (NCLT) on the matter of requisition for an Extraordinary General Meeting (EGM). The requisition notice was moved by top investors at Zeel including Invesco Developing Markets Fund and OFI Global China Fund IIC. 

    Meanwhile, the NCLT which was slated to take up the application for an EGM on Thursday at 2:30 p.m, has decided to adjourn the hearing until 2:30 p.m on Friday after hearing that NCLAT had reserved its order.

    On 5 October, the NCLT had given Zeel two days to file its counter-affidavit to the applications before it. The bench had declined to give more time to file this response opining that it was a simple matter that did not need weeks for a reply to be filed. This order was challenged by Zeel before the NCLAT.

    The NCLAT bench has informed that the order on Zeel’s appeal would be pronounced and issued later on Thursday. The bench said that they would not be deciding the case on merits, but would peruse all NCLT orders passed in the matter to take a call on Zeel’s appeal, according to a report by Bar and Bench.

    Counsel for Zeel argued that the case before NCLT was only at an interim stage and was converted into a final hearing without giving the company suitable time to respond. Counsel for Invesco argued that there was no distinction between interim relief and final relief in the present case and that “the appeal should be rejected at all costs as it is an abuse of process of court,” according to Bar and Bench.

    Zeel’s boardroom tussle began on 11 September, when the company’s top two investors – Invesco and OFI China Fund IIC which together hold an 18 per cent stake in the media company, sent it a requisition notice calling for an EGM of shareholders. The investors sought the removal of Zee’s sitting managing director Punit Goenka and two independent directors Ashok Kurien and Manish Chokhani. The two independent directors had submitted their resignations a day prior. The investors had also sought the appointment of their own six nominees on the board of Zeel.

    Zeel had challenged the requisition notice stating that it is “invalid and illegal” and had moved to the NCLAT for a hearing.

  • Zee-Sony entity to generate close to $2 billion in revenue

    Zee-Sony entity to generate close to $2 billion in revenue

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) on 22 September announced its plans for a merger with Sony Pictures Networks India (SPNI). The merged entity will be the largest media and entertainment player in India with a scale close to $ two billion in revenue.

    In an investor call on Wednesday, Punit Goenka, who has been proposed as the managing director and chief executive officer of the merged entity for a period of five years, stated that “the primary objective will be growth for the company overall. Whether that will be for the digital or sports business that the new board of the merged company will decide,” according to a report by Moneycontrol.

    The merger was unanimously approved by the Zeel Board in a meeting held on Tuesday, where it evaluated the agreement on the financial parameters as well as the strategic value which SPNI brings to the table.

    “Condition for my appointment is the same as what has already been approved by the shareholders. There is no change to that. Any change in remuneration would be subject to board approval,” said Goenka.

    The companies have inked a non-binding term sheet that gives them 90 days to conduct mutual due diligence and come to an agreement that will also require shareholder approval. Post that the scheme will be presented to National Company Law Tribunal (NCLT) and Securities and Exchange Board of India (SEBI). Zeel noted that the Competition Commission of India (CCI) approval is also part of the process.

    According to Goenka, while CCI norms are different for different sectors, in this scenario, it will be a national-level evaluation and not a state-level evaluation. “The deal has been arrived at with Sony after months of negotiation and preparation. And I think we have a formidable real deal on the table today.”

    Sony has agreed to infuse $1.6 billion cash which will enable the merged entity to accelerate its digital platform and significantly invest in premium content including sports. Zeel had sold the Ten Sports franchise to Sony five years ago which will now become a part of the merged entity.

    On the matter of channel rationalisation, Goenka said that it will happen at a later date as each channel has its own unique viewership as well as programming. “The focus will be on maximising reach and viewership. Overlaps are there in Hindi-speaking markets of GEC and movies. But the content that exists on the platforms is unique and exclusive. So, the objective will be to maximise viewership and garner revenue rather than shutting down channels,” he added.

    The company has yet to reach out to shareholders like Invesco and LIC on the proposed transaction with Sony.

    In an annual general meeting (AGM) held on September 13, the largest shareholder of Zeel, Invesco Developing Markets Fund and OFI Global China Fund IIC, holding 18 per cent stake in the media company, called an extraordinary general meeting of the shareholders seeking to remove Punit Goenka, the sitting MD, and two more independent directors from the board of the company. The two independent directors Ashok Kurein and Manish Chokhani had submitted their resignations a day prior. The funds sought the appointment of their own six nominees on the board of Zeel.

    Zeel’s promoters had pared their stake in the company to four per cent to pay off debt worth Rs 13,000 crore.