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Tag: R Gopalan

  • Zee shareholders reject preferential issue of fully converible warrants to promoter group

    Zee shareholders reject preferential issue of fully converible warrants to promoter group

    MUMBAI: Minority shareholders of Zee Entertainment Enterprises Ltd (Zeel) have voted against a proposal to issue fully convertible warrants to promoter group entities on a preferential basis. The special resolution, proposed at an extraordinary general meeting (EGM) held on 10 July 2025, failed to secure the necessary majority.

    The EGM, chaired by R Gopalan, commenced at 11:00 a.m. IST and concluded at 12:25 p.m. IST. The company had provided both remote e-voting and e-voting facilities during the meeting for its shareholders.

    According to the scrutinizer’s report, 59.5140 per cent of the total valid votes cast were in favour of the resolution, while 40.4860 per cent were against it. For a special resolution to pass, the votes cast in favour must be at least three times the votes cast against it. As this condition was not met, the resolution failed.

    A company spokesperson for Zeel acknowledged the outcome, noting that 60 per cent of participating shareholders supported the resolution and expressed gratitude for their backing. The spokesperson also stated that the board and management respect the decision of the remaining shareholders and remain focused on maximising and safeguarding shareholder value.

    The company highlighted its ongoing efforts to improve performance and profitability, particularly in boosting margin profile and reducing losses within the digital segment. Zeel intends to continue leveraging its cash reserves and entrepreneurial spirit to build a strong foundation, address market shifts, and outperform competition. The board’s guidance will further fortify the company against unforeseen events and drive growth and investment in technology and innovation.

    The total number of shareholders on the cut-off date (3 July 2025) was 653,378. A total of nine promoter and promoter group shareholders and 114 public shareholders attended the meeting via video conferencing/other audio-visual means. The resolution involved the “issue of fully convertible warrants to the promoter group entities on preferential basis.”

  • Z shareholders back new board appointments

    Z shareholders back new board appointments

    MUMBAI: Zee Entertainment Enterprises Ltd. (Z) today announced that its shareholders have decisively approved the appointments of advertising professional  Divya Karani as an independent director and Saurav Adhikari as a non-executive director to the company’s board. The endorsement, secured through a remote e-voting postal ballot that concluded today, reflects strong shareholder confidence in the board’s ability to drive value creation and foster robust growth.

    The company’s strategic vision includes enhancing board guidance and strengthening its governance framework. The inclusion of highly experienced individuals from diverse sectors is central to this approach, a company press release states. Karani and adhikari are expected to provide comprehensive guidance to the management team, ensuring effective execution of the strategic growth plan.

    Karani brings over three decades of experience in the advertising and media sectors, notably as the chief executive of dentsu media, south Asia. Her insights are anticipated to be invaluable for advertising revenue. Adhikari, with more than 30 years of expertise in global technology, fast-moving consumer goods, and consumer durables, will contribute significantly from an operations and investment perspective. He is the founder and senior partner at Indus Tech Edge Fund I.

    Z chairman R. Gopalan expressed gratitude to shareholders, highlighting the “sharp business acumen” and “creative expertise” that the two directors will bring to the board. He reiterated  that they  will only strengthen “the  board’s directional guidance to the management team as the company progresses towards the targeted aspirations. We remain committed towards fortifying Z and maximizing shareholder value, through all our decisions.”

  • Zee greenlights Rs 2,237 crore promoter fund infusion to beef up content and tech push

    Zee greenlights Rs 2,237 crore promoter fund infusion to beef up content and tech push

    MUMBAI: Zee Entertainment Enterprises has flipped the script on its growth journey, approving a Rs 2,237.44 crore promoter fund infusion via fully convertible warrants. The board on Sunday greenlit the preferential issuance of 16,95,03,400 warrants to promoter group entities at Rs 132 apiece — Rs 3.42 above the SEBI-regulated price of Rs 128.58 — as the company races ahead on its mission to become a content and technology powerhouse.

    The move follows a double-header board session where investment bank J.P. Morgan briefed directors on strategic alternatives and market sentiment around the media giant’s stock. The consensus was loud and clear — Zee needed to power up its war chest to tap new opportunities, navigate headwinds, and double down on next-gen entertainment.

    “The Board has deliberated upon the various alternatives discussed with J.P. Morgan and has conducted a thorough evaluation of the Company’s growth plans. The Board believes that the steps being implemented to enhance the promoter shareholding will ensure their added motivation to work in line with the enhanced business plan”, said Zee chairman R. Gopalan.

    Promoters had first expressed their intent to hike stake on 1 May, when the stock was at Rs 106.35. Now, they’ve committed to the higher Rs 132 price, which will raise their holding to 18.39 per cent, pending shareholder approval.

    “The promoters submitted their desire to enhance their shareholding to the Board on 1 May 2025 when the stock price was at Rs. 106.35, however, they are committed to the company and its business even at this higher price”, added Shubham Shree, on behalf of the promoter group.

    Zee has been steadily bolstering its portfolio with action-oriented steps, including the incorporation of three wholly owned subsidiaries and a strategic investment in Bullet — a micro-drama app aimed at younger audiences. In May, it also uploaded a detailed investor presentation spotlighting its roadmap to blend compelling content with bleeding-edge tech.

    The Board’s decision, it noted, would allow the company to buffer its balance sheet against shocks, while also fuelling innovation across its content ecosystem. With over 1.3 billion global viewers and a presence in 190+ countries, Zee has signalled that it’s not just adapting to the evolving M&E landscape — it’s gunning to lead it.

    As India’s entertainment sector becomes more tech-infused and audience-savvy, Zee is positioning itself as both creator and disruptor, building experiences that are as scalable as they are sticky.

  • Board of ZEE constitutes an ‘Independent Investigation Committee’

    Board of ZEE constitutes an ‘Independent Investigation Committee’

    Mumbai: The board of directors of ZEE Entertainment Enterprises Ltd (ZEEL), in its meeting held today, decided to further expand and strengthen the role of the ‘Independent Advisory Committee’  constituted on  23 February 2024, and renamed it as an ‘Independent Investigation Committee’.  After a detailed consultation with the Audit Committee and seeking inputs from Justice Satish Chandra (Chairman of the Independent Investigation Committee – ref. Annexure for detailed profile), the Board of ZEEL led by R Gopalan, approved the Independent  Investigation Committee and has advised it to thoroughly review the allegations levelled by regulators and other parties against the company. The committee will take the necessary measures to delve into the facts of the allegations, with the sole interest to protect the rights of the company’s shareholders and other stakeholders. As a result, the board has approved the following steps to be implemented by the  Committee with immediate effect:

    • The investigation committee shall fact-check/review/examine all allegations raised by the regulatory agencies against the company, its promoters and KMPs through a deep dive exercise.  

    • This would be done in order to safeguard the interest of the shareholders and other stakeholders of the company. After completing the abovementioned exercise, the committee will submit its report to the board with its recommendations and suggest actions required to be undertaken by the Board.  

    • The committee can also appoint/hire any other independent outside agency to assist the Committee to fulfill its charter.

    ZEE Entertainment Enterprises Ltd chairman R Gopalan said,  “It is pertinent for the board to take concerted action in order  to get to the truth of the matter in the allegations made against the Company and secure the interests of all its shareholders and other stakeholders. The  Independent Investigation Committee chaired by Justice Satish Chandra, will further guide and empower us to take necessary actions in a timely manner, that are in the best interests of the Company’s future and all its shareholders and other stakeholders.  Based on the recommendations of the audit committee and after seeking inputs from Justice  Chandra, an independent assessment and fact-checking of all allegations will be ensured. The Board will also  suggest  the measures  to  be  implemented in  the  interest  of  the  Company,  once  the  detailed report is presented by the Committee.”

    The Independent Investigation Committee will be chaired by Justice Satish Chandra and comprise of ZEE’s independent directors, Uttam Prakash Agarwal and P.V.R Murthy. The Committee will review all Company records and information to prepare and present a detailed report to the Board, advising on the future course of action, in the best interest of all the shareholders and other stakeholders of the company.

    Annexure:

    Justice Satish Chandra has served as the chairman of The State Bank of India’s external screening committee & has also served as a judge in the High Court of Allahabad. Justice Chandra has over 16 years of expertise in Constitutional Law, International Law & Taxation Law. During his career, Justice Chandra has served the Law Commission of India as director (additional law officer) and was also a judicial member in the Income Tax Appellate Tribunal for more than a decade. He has also authored 15 books and 35 research papers/articles on various aspects of law.

  • ZEE Entertainment conducts board meeting to take note of merger termination notice by Sony

    ZEE Entertainment conducts board meeting to take note of merger termination notice by Sony

    Mumbai: ZEE Entertainment Enterprises Ltd. (“ZEEL”), in its Board Meeting held today,  took on record communications received from Culver Max Entertainment Pvt. Ltd. (formerly Sony  Pictures Networks India) (“Culver Max”) and Bangla Entertainment Pvt. Ltd. (“BEPL”) on 22 January 2024, purporting to terminate the Merger Co-operation Agreement dated 21 December 2021  (MCA), and seeking a termination fee of USD 90,000,000 (United States Dollars Ninety Million) on  account of alleged breaches by ZEEL of the terms of MCA, invoking arbitration and seeking interim  reliefs against ZEEL. ZEEL categorically denies all the assertions raised by Culver Max and BEPL on  the alleged breaches under the terms of the MCA, including their claims for the termination fee.

    The board of directors noted that all efforts and steps were taken by ZEEL in line with the Merger co-operation Agreement, approved by its shareholders and all regulatory authorities. ZEEL has consistently  worked towards the implementation of the mentioned scheme in the interest of the shareholders. ZEEL also held several deliberations and good faith negotiations with Culver Max and BEPL, with a view to consider an extension of the merger completion timeline, that did not materialise. ZEEL’s Board of Directors is evaluating all the available options. Based on the guidance received from the  Board, ZEEL will take all the necessary steps to protect the long-term interests of all its stakeholders,  including by taking appropriate legal action and contesting Culver Max and BEPL’s claims in the  arbitration proceedings.

    ZEEL inked the Merger co-operation agreement with Culver Max and BEPL on 21 December 2021,  in relation to the Composite Scheme of Arrangement, which was approved by the Mumbai bench of the  National Company Law Tribunal (NCLT) on 10 and 11 August 2023, respectively. Under the MCA, ZEEL exercised its right to require Culver Max and BEPL to enter into good faith  negotiations for a period of 30 days to arrive at a mutual agreement on the extension of the end date by a reasonable period of time for completion of the transaction as per the terms of the MCA.  During this period, despite conducting numerous deliberations in good faith, the parties failed to arrive  at a consensus on the purported pending conditions precedent that required action on the part of both  ZEEL and Culver Max, BEPL under the terms of the MCA Punit Goenka, MD & CEO of ZEEL, was agreeable to step down in the interest of the merger and proposals in this regard were discussed, including for appointment of a director on the Board of the merged company, protections for conduct of  pending investigations and legal proceedings in the best interest of ZEEL’s directors and shareholders and the consequent modifications to the scheme to incorporate the same. ZEEL proposed an extension  of a maximum period of six months for consummation of the transaction, however, Culver Max did not  provide any counter proposal for extension. These discussions did not result in any proposal from Sony  but they rather have chosen to terminate.

    ZEE Entertainment Enterprises Ltd chairman R. Gopalan said, “The board of directors has  taken note of Sony’s letters purporting to terminate the Merger co-operation Agreement, on the  company’s proposed merger with and into Culver Max Entertainment Pvt. Ltd, invoking arbitration and  seeking interim reliefs. We are evaluating the next steps and considering the appropriate course of  action. The board has noted that the company took all the required steps in the course of its integration  journey over the last two years, to ensure that the scheme is implemented at the earliest. That said, the  board would like to assure its stakeholders that the company will take all the necessary actions, in the  best interest of all stakeholders, including by taking appropriate legal action and contesting Culver Max and BEPL’s claims in the arbitration proceedings. The board has complete faith in the highly  experienced senior management of the company and will continue to guide the team. We recognize and  value the trust our shareholders and stakeholders place in us, and we express gratitude for their  continued support.”

    ZEEL has displayed utmost commitment towards the merger by undertaking several permanent and  irreversible steps, resulting in one time and recurring costs for ZEEL. Despite this, the Company will  continue to evaluate organic and inorganic opportunities for growth, leveraging the intrinsic value of its  assets. ZEEL remains eternally grateful to its esteemed shareholders for their continued trust and belief in all its decisions. ZEEL also expresses immense gratitude to the legal and regulatory authorities for  their support in enabling the proposed merger and aims to continue working towards the overall growth  of the sector and Indian economy at large. The company recognises the efforts sown in by the teams, and remains grateful to all its business partners for their continued support. 

  • Subhash Chandra named chairman emeritus of ZEEL

    Subhash Chandra named chairman emeritus of ZEEL

    NEW DELHI:  Zee Entertainment Limited (ZEEL) named Subhash Chandra as Chairman Emeritus, the appointment will be effective from August 19, 2020. R Gopalan has been appointed as Chairman of the Board. This decision was made in a recent board meeting.

    "Shri. Subhash Chandra, vide his letter dated August 18, 2020 has tendered his resignation, as the Non-Executive Director of the Company, which was reluctantly accepted by the Board of Directors. In the mentioned letter of resignation, Shri. Chandra expressed a great sense of satisfaction, having witnessed a Company which he founded 27 years ago, emerge into a global media & entertainment powerhouse. He also expressed his passion as an entrepreneur, to consistently work towards creating a better tomorrow and mentioned about his undivided attention needed for the same," said the company.

    The statement read, “Referred as the 'Father of Indian Television', Shri. Chandra's pioneering vision has contributed immensely to the Company and the Industry at large, creating millions of jobs across the Nation. For his contributions to the Industry, Shri. Chandra was awarded the 2011 International Emmy Directorate Award at the 39th International Emmy Awards in New York. With this, he became the first Indian ever to receive a Directorate Award recognizing excellence in media outside the United States. In recognition of the fact that Shri. Chandra founded the Company and considering his unmatched contributions, as a mark of respect, the Board requested him to act as 'Chairman Emeritus' with effect from August 19, 2020 and the same was accepted by Shri. Chandra. In this advisory role, his rich experience and farsightedness will help the Company immensely and his services, guidance and mentorship will be availed from time to time. This position will not carry any remuneration.”

    The company has also appointed R Gopalan as chairman of the board. The statement read, “Mr. R. Gopalan was appointed as an Additional Director in the category of Independent Director on November 25.2019. Mr. R Gopalan, who has done Master of Public Administration & Management from Harvard University, MA in Economics from Boston University and Bachelor's in Chemistry from Madras University, has a rich experience in economic and financial administration of the country with long stints in Ministry of Commerce and Finance Ministry, and in Manufacturing and Services Sectors. He has been appointed as the 'Chairman of the Board' with immediate effect."

    As an officer of Indian Administrative Services (lAS), has Gopalan has held various responsible positions including inter alia, as Member of Public Enterprises Selection Board, Secretary Dept of Economic affairs, Secretary, Department of Financial Services, CMD Tamilnadu Industrial Development Corporation, CMD Taminadu Newsprints and Papers Ltd, MD Tidel Parks Ltd, MD Tamilnadu Agro Industries Corporation Ltd, Director Department of Chemicals & Petrochemicals etc.

    “During his career spanning 36 years, Gopalan gained rich experience in establishing and managing a Venture Capital Fund; Infrastructure financing, Managing Financial Institutions, Creating Institutions & Corporates, leading India negotiation team in WTO, formulating policy(ies) etc,” read the statement. 

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