ITV

Tag: SEBI

  • TRAI meets access providers, RBI, SEBI, IRDAI, banks and other financial entities

    TRAI meets access providers, RBI, SEBI, IRDAI, banks and other financial entities

    Mumbai: TRAI convened a meeting on 14 June 2024 which was attended by the representatives from the Reserve Bank of India (RBI), the Securities and Exchange Board of India (SEBI), the Insurance Regulatory and Development Authority of India (IRDAI), more than 25 Banks and other Financial Institutions including Government, Private and Global Banks, Members of Association of National Exchanges Members of India (ANMI) and all the Telecom Service Providers.

    Key points deliberated during the meeting include the following

    a.) On the recommendations of TRAI, 160 series has been allocated exclusively for making transactional and service voice calls. In the first stage, it has been earmarked for all entities regulated by RBI, SEBI, IRDAI and PFRDA. Once it is implemented, it shall help in the easy identification of the calling entity and will prevent the duping of innocent citizen from the fraudsters. The meeting provided a platform for exchange of ideas amongst the regulators, entities and telecom service providers regarding the effective utilisation of this series. It was also discussed that the operation of 140 series, at present being used for promotional purposes, is being migrated to DLT platform and scrubbing of digital consent is also being operationalized. With the implementation of the above two measures, substantial control on spam calls from 10-digit numbers is expected.

    b.) The Digital Consent Facility (DCA) established by Telecom Service Providers under TRAI’s TCCCPR-2018 Regulations was discussed in detail. The DCA facility enables acquisition of digital consent of the customer and further enables Senders such as banks, insurance companies and other entities to send promotional communications over SMS and voice to customers irrespective of their DND status.

    c.) The role and obligations of senders such as banks, insurance companies and other entities with respect to TRAI regulations was also deliberated and it was decided to whitelist URLs/ Apks in the content templates, use of minimum number of headers and content templates, taking immediate action against the entity/ TM in case of misuse of senders’ credential etc.

    All the regulators, banks and other financial institutions emphasized the need to work collaboratively to curb the menace of spam, particularly through voice calls and assured all cooperation for implementation of various initiatives by TRAI in a time bound manner. 

  • FirstCry parent company Brainbees files IPO application

    FirstCry parent company Brainbees files IPO application

    Mumbai: According to SEBI (Security Exchange Board of India) filings, Brainbees solutions parent company of Omni channel FirstCry submitted an application for an IPO (Initial Public Offer) on 28 December 2023.

    Launched in 2010 headquartered in Pune, It is an e-commerce company focused on a niche sector of baby products. In 2020 FirstCry raised Rs 1000 crores for series E funding. As per media reports in fiscal year 2023- 2024 the company reported revenue of Rs 1406.9 crores. The IPO fund can utilise procurement, employees benefit expenses, advertising expenses. The startup currently owns more than 300 stores and around 615 franchise based stores across Pan India.

    According to Moneycontrol reported, FirstCry is looking to raise funds of Rs 4200 Crores through IPO, rest 60 per cent fund will garner through OFS (Offer For sale). The company is looking further for expansion and growth.

    Company spent Rs 159.2 crores on Employees Benefit Expenses (EBE) before the IPO. In the fiscal year 22-23 the company suffered losses. According to DRHP filed before the regulator renowned names of institutions like M & M, SoftBank, Apricot, Investments, Valiant, Mauritius, TIMF, Think India will sell its stakes from FirstCry.

    The OFS consists of 5.4 crore of equity shares. In 2021, the company raised funds from equity funding.
     

  • 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.
     

  • Adani Group acquires IANS after NDTV, BQ Prime

    Adani Group acquires IANS after NDTV, BQ Prime

    Mumbai: Adani Group acquired the IANS wired news service agency as reported by PTI. Adani subsidiary AMG Media Network has taken control by purchasing a 50.5 per cent stake in IANS. Infrastructure conglomerate Adani Group now shifted its focus on Adani’s venture into the media business strategically. AMG Media Network subsidiary of Adani Group garnered a new feather in its cap after acquiring NDTV, a Quintillion Business news network (BQ Prime).

    As per regulatory filings, the Adani group acquired a stake of equity shares with an agreement with IANS and its shareholder Sandeep Bamzai. IANS (Indo-Asian News Service) is a network-wired news agency in India, South Asia, Africa, and North America. In the last decade, IANS shifted focus to the Indian news verticals.

    As filing mentioned , AMG media shareholders had signed an agreement with Sandeep Bamzai and IANS. In the financial year 2023, IANS had a turnover of around 11.86 crores. Despite the loss of 100 billion dollars due to short selling, the Hindenburg report stated irregularities in Adani’s financial irregularities.

    According to filings company management and control will be managed by AMG. Along with the right to appoint a board of directors. Allegedly IANS faced financial difficulty for day-to-day functioning. IANS media agency has more than 200 employees headquartered in New Delhi.

    Over the years Adani Group has diversified its portfolio into producing coal, energy distribution, mining, ports infrastructure, data centers, and more recently into cement and copper and now into media. The acquisition amount of IANS is not disclosed.

  • SAT sets aside SEBI order against ZEE promoters

    SAT sets aside SEBI order against ZEE promoters

    Mumbai: SAT has quashed SEBI’s order of barring Punit Goenka from holding key directorship in listed entities over the alleged fund-diversion case.

    Our view

    Implications of the event

    Scenario 1- This may expedite the Zee/Sony merger process; if SEBI gives a go ahead in favour of Punit Goenka, without going to the Supreme Court, post the detailed order that is to be released tonight. In this case, we expect the record date to be announced around last week of November 23. This in turn means that the listing of the merged co. will happen towards the first week of Jan ’24. Further, with Goenka coming on Board, there will be no need for any changes in the term sheet, or any Board/shareholder approval required for change in CEO; this also means that business will be as usual for ZEE and lesser transition time with little change in senior management.

    Scenario 2- SEBI can also move to the Supreme Court to appeal for a stay against SAT’s order. Further, the SAT order may only mention that Goenka can continue as CEO of Zee or the merged co; however, SEBI’s investigation on grounds of fraud may continue after this relief by SAT. This in turn means that there is still a high likelihood of the merger going through without Goenka. We believe there is a low likelihood of Sony allowing Goenka to continue as CEO of the merged Co, unless the issue with SAT is resolved (in case of SEBI going to Supreme Court). In this case, there may be a delay in the merger too, if Goenka changes his stance  and waits for the outcome of investigation; if Sony does not wait, then merger will go through as usual and the merged co will get listed by Jan’24

    Change in media landscape – a big benefit for Zee/Sony

    With Reliance wanting to acquire Disney, the media landscape on TV/OTT side will see a big consolidation as two large players – 1) TV18/Disney and 2) Zee/Sony could potentially command a market share of 67%/53% (TV18/Disney and Zee/Sony together) on TV/OTT in India; which could shift bargaining power in their favour and help them grow ahead of industry averages, as other players may scale down in the ecosystem

    No overhang of CG issues

    With Sony coming as a parent company, we expect no CG (corporate governance) issues in the future, which in turn will drive re-rating of valuation multiples for Zee.

    The stock has corrected more than 10 per cent from its peak over the last three months post the NCLT approval in Aug’23, citing delay on the merger. We await 1) the detailed order and 2) SEBI’s response on the above judgement order passed by SAT to allow Goenka to be a part of Z to assess the actual impact of the above decision for the merger and Goenka; we have a BUY recommendation on Zee with a Sept 24 TP of Rs 340 – we will await more developments over the near term on above.

    Background of the event

    • On 12 June 2023, SEBI banned ZEE promoters Chandra & Goenka from holding directorial, key managerial roles over allegations of fund siphoning. On 13 June 2023, ZEE promoters approached SAT against the order following which SAT provided SEBI 48 hrs. to file a reply against ZEE’s plea.

    • On 10 July 2023, two weeks of time were provided by SAT to ZEE promoters to file a response against the interim order. Meanwhile ZEE formed an interim committee of senior executives to run operations at the company.

    • On 14 August 2023, SEBI asked for 8 months of time to complete investigation of alleged fund diversion by Zee promoters (due to significant red flags in the transactions between Zee and Essel entities) which was again challenged by ZEE on 26 August 2023.

    • On 27 September 2023, SAT reserved order on the case after hearing from both the parties.

    • On 30 October 2023, SAT quashed SEBI’s order barring Goenka from holding key directorship in listed entities over the alleged fund-diversion case.

    The credit of this article goes to Elara Capital SVP Karan Taurani

  • MNC media juggernaut arrives

    MNC media juggernaut arrives

    Mumbai: The National Company Law Tribunal’s (NCLT) approval for the Zee Entertainment -Sony merger without conditions offers further respite for Z valuation, which has been muted for the past two years (the stock has not given any absolute returns). The company will now move to Registrar of Companies to file for the merged entity once the final NCLT order is released; in the interim, we await the outcome of the SEBI and SAT cases against the Goenka family, the promoter, which may not have any adverse impact on the merger, as Punit Goenka has already stepped down from the Board; in a worst case scenario, the Board and shareholders will appoint a new CEO in case SAT order is against Punit Goenka. Post the regulatory approvals, Z will be delisted, and the merged company will be relisted as Sony-Zee wherein 100 shares of Z will enable shareholders to get 85 shares of the merged entity (~2-3 months process). We do not expect any change in the deal contours despite the long delay, as NCLT has approved the scheme. Further, Sony will get a majority shareholding of 50.8 per cent in the merged entity whereas the Goenka family’s stake will move up to 3.99 per cent, which includes the non-compete fee. We do not expect any impact from creditors filing a case against the NCLAT order.

    Moat remains for the merged company

    Z-Sony commands an ad market share of 24 per cent as on CY22, below the other large peer, Star-Disney, which is at 33 per cent; formation of a large entity on the broadcasting side would lead to cost and revenue synergy, which would offset the negative impact of lower growth rates (India TV ad revenue CAGR has been flat over FY20-23).

    Valuation: reiterate Buy with a higher TP of Rs 340

    We expect better execution in terms of strategic initiatives, due to global expertise and better CG (corporate governance) initiatives , which should propel higher cashflow. We do not expect Z-Sony valuation moving to 32- 33x fwd. P/E (peak valuation multiple in FY18). This is because India’s media landscape has changed with 1) TV broadcasting growth rates converging, and 2) digital business offering limited opportunity for monetization & scale due to disruption; however, we expect the negative impact to be offset by: 1) the merged company, and 2) an MNC-backed firm, which would lead to P/E at a 40 per cent discount vs peak (32x one-year forward). We introduce FY26E for the merged entity and value the core broadcasting business at 20x (from 17x) one-year forward P/E (potential exit of Disney from linear TV may enable Z-Sony to gain market share). We rollover to 24 Sept (since synergies will take some time to kick in) SOTPbased TP of Rs 340 from Rs 300 (after factoring in higher sports losses), with a cash infusion from Sony, synergy and valuing the OTT business 4x one yr. fwd. EV/Sales; our PAT estimate incorporates potential OTT losses.

    The credit of this article goes to Elara Capital SVP Karan Taurani.

  • Axis Finance moves to NCLAT – more noise, no impact

    Axis Finance moves to NCLAT – more noise, no impact

    Mumbai: Axis Finance has approached the National Company Law Appellate Tribunal (NCLAT), Delhi against the National Company Law Tribunal (NCLT) order approving the merger of Zee and Sony. The NCLAT has served notice to Zee in response to Axis Finance’s plea.

    We believe the above issue of Axis Finance approaching the National Company Law Appellate Tribunal (NCLAT) will not have any impact on the merger between Zee and Sony because the claims being pursued by Axis Finance, which amount to Rs 1,000 mn, are not directed at Zee but rather at its parent company, Essel Group. As mentioned in the NCLT merger order (Zee/Sony), Axis Finance has previously approached various legal bodies, including the Debt Recovery Tribunal (DRT) and high courts, for above claims; however, judgements on the same have not been in their favour (Axis Finance). Therefore, we believe these claims lack merit and will not impact the merger. Also, appeals with NCLAT may continue for months even after the merged company is formed, just like in the case of PVR-Inox merger (Consumer Unity & Trust Society appealed in NCLAT against the merger and the case got dismissed in August 2023 – six months after the merged company of PVRINOX was formed).

    As for the current status of the merger, the merged company is progressing with the Registrar of Companies (ROC) filing process, post receipt of the NCLT merger order. They are also engaged in discussions regarding Closing Precedents (CP) (the merged company may want to include July/August financials as well), which may result in a delay of two to three weeks in the merger timeline. We believe the record date is usually given one week prior to delisting. Considering the marginal delay in CP, the record date for the merger could be towards the last week of October 2023. Subsequently, relisting is expected to take place in the first or second week of December 2023 vs our earlier expectation of the second week of November 2023. Additionally, the company will need to submit details of the merged co. Board of Directors to the Ministry of Information & Broadcasting (MIB), before the record date is finalised.

    Further, the SEBI/SAT issue (with promoters) too may not impact the merger timelines as the NCLT merger approval is without any condition.

    We have a BUY recommendation on Zee with a 24 Sept TP of Rs 340 – we maintain our positive stance on the company; PFA our latest company update post the NCLT merger approval.

    The credit of this article goes to Elara Capital SVP Karan Taurani.

     

  • Sebi cautions Zeel for taking ‘considerable time’ to disclose Invesco notice

    Sebi cautions Zeel for taking ‘considerable time’ to disclose Invesco notice

    Mumbai: Post its board meeting on 11 November, Zee Entertainment Enterprises Ltd (Zeel) has notified the Bombay Stock Exchange of a caution letter issued by the Securities and Exchange Board of India (Sebi) on 21 October. The regulator cautioned Zeel for taking “considerable time” to disclose the requisition notice sent by its shareholders Invesco Developing Markets Fund and OFI Global China Fund LLC.

    On 11 September, the two shareholders sent a notice to Zeel to call for an extraordinary general meeting of shareholders to pass a resolution reconstituting the board. Sebi’s letter indicates that Zeel took more than the stipulated 24 hours to disclose the notice and began the verification exercise after nearly 36 hours.

    “Considering the gravity of the contents of the letter, such verification mail could have been sent by the company at the start of the business day itself on 13 September while simultaneously initiating their independent process of verification of their records,” noted Sebi.

    “Since the disclosure had bearing on on-going e-voting; due to overlapping resolutions in the letter and the AGM; as a good governance practice the company should have disclosed the said letter within 24 hours of receipt of the letter,” it added.

    Sebi has cautioned the company to exercise due diligence in ensuring the timeliness of disclosures. The letter stated that “any such aberration in the future would be viewed seriously and appropriate action would be taken.”

    Zeel and its majority shareholder Invesco are embroiled in a boardroom battle after the investor sought to remove long-standing members of the board and its managing director and chief executive officer Punit Goenka. The matter is currently being heard by the Bombay high court and the next hearing is scheduled for 29 November.

  • Reliance to sell 11.61 per cent stake in Hathway

    Reliance to sell 11.61 per cent stake in Hathway

    NEW DELHI: Reliance Industries is preparing to sell 11.61 per cent of its stake in Hathway Cable & Datacom to comply with SEBI’s minimum public holding norms.

    Through offers for sale (OFS), Reliance plans to offload Hathway shares worth Rs 442 crore, bringing down its holding in the cable company to 75 per cent from 86.6 per cent earlier.

    According to exchange filings, Hathway promoters Jio Content Distribution Holdings, Jio Internet Distribution Holdings and Jio Cable and Broadband Holdings will sell 205.44 million shares with a floor price of Rs 21.50 aggregating to Rs 441.61 crore.

    This comes barely a month after the above mentioned Jio subsidiaries sold 338 million shares, or a 19.1 per cent stake in Hathway, aggregating to Rs 853.45 crore.

    The share sales by promoter firms are aimed at achieving minimum public holding in the companies in accordance with the guidelines set by market regulator SEBI.

    The OFS will open for non-retail investors on Monday and for retail buyers on Tuesday.

  • SC stays recovery of Rs 27 crore SEBI penalty from NDTV’s Prannoy, Radhika Roy

    SC stays recovery of Rs 27 crore SEBI penalty from NDTV’s Prannoy, Radhika Roy

    NEW DELHI: The Supreme Court on Friday put a stay on the recovery of Rs 27 crore as penalty from NDTV promoters Prannoy Roy and Radhika Roy and their holding company, reported Live Law. The penalty was imposed in December last year by the Securities Exchange Board of India (SEBI) for allegedly concealing information from shareholders about certain loan agreements.

    The Roys had filed an appeal against the penalty at the Securities Appellate Tribunal (SAT). In January, the tribunal asked them to deposit 50 per cent of the amount to SEBI within four weeks. Later that month, the promoters moved the Supreme Court against the SAT order and sought to offer shares of their channel to pay up the amount.

    On 15 February, the apex court had exempted the promoters from making the deposit for hearing at the SAT.

    The bench comprising justice DY Chandrachud asked the Roys to cooperate in the disposal of the appeal by SAT, which is listed for final hearing on 6 April, Live Law reported.

    Senior advocate Mukul Rohatgi, counsel for the NDTV promoters, laid out the chain of developments in the case to the court. He said that the two promoters had taken a loan of Rs 375 crore from ICICI Bank in 2008, which was repaid by VCPL. The channel owners then took another loan from VCPL for which they did not have to pay interest.

    SEBI had alleged that this led to transfer of control, an information that was concealed from shareholders, amounting to violation of regulatory norms.

    Rohatgi argued against SEBI’s allegation that the promoters had transferred control of the channel to VCPL. “How can I transfer control without any transfer of shares,” the advocate asked, as quoted by Live Law. “I have all the shares.”

    Solicitor general Tushar Mehta, appearing for SEBI, argued that these are not mere allegations, but a 100-page decision against Prannoy and Radhika Roy.

    “They are saying that they have not transferred the shares…Their shares are worthless,” Mehta said. “There is a direction by a statutory regulatory body that penalty has to be paid.”

    He went on to state that the SAT decision asking them to file a deposit amount has been a practice in the tribunal.

    However, justice Chandrachud dismissed the arguments and said that it was “brash” of the SAT to ask for a 50 per cent deposit.

    “There has to be some consistency,” Chandrachud said. “Without any reason, you say 50 per cent deposit… You are exercising the power of stay. You are asking for some amount. There has to be some observations.”