ITV

Tag: shareholder

  • Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Mumbai: Invesco Developing Markets Fund on Thursday stated that it has decided not to pursue the extraordinary general meeting (EGM) of Zee Entertainment Enterprises Ltd (Zeel) shareholders as per their requisition dated 11 September 2021.

    The statement was released following the Bombay high court verdict that acknowledged Invesco’s requisition notice for an EGM as legally valid. Invesco and Zeel have been embroiled in a legal battle for control of the boardroom since October.

    Also Read | Bombay HC allows Invesco plea against order on EGM to remove Zee’s Punit Goenka

    In its statement, Invesco said, “We are pleased with the Bombay high court’s ruling, which we view as an important reaffirmation of shareholder rights in India and the mechanisms under Indian law to hold Boards accountable to their shareholders. The ruling is a boon for corporate governance in India and a win for shareholder democracy.”

    “Since we announced our intention to requisition an EGM and add six independent directors to Zee’s board of directors, Zee has entered into a merger agreement with Sony. We continue to believe this deal in its current form has great potential for Zee shareholders. We also recognise that, following the merger’s consummation, the board of the newly combined company will be substantially reconstituted, which will achieve our objective of strengthening board oversight of the company,” it added.

    “Invesco will continue to monitor the proposed merger’s progress. If the merger is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM,” it concluded.

    The Zeel-Invesco boardroom battle began when the media company’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC, with a combined stake of ~18 per cent stake in the Zeel, sent a requisition notice to the board on 11 September 2021, calling for an EGM.

    The investors sought the removal of long-standing directors and close associates of the Chandra family from the board following which two independent directors Ashok Kurien and Manish Chokhani submitted their resignations. Invesco also sought the removal of Zeel MD and CEO Punit Goenka.

    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.”

  • 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. 

  • Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Mumbai: In a new development in the boardroom battle between Zee Entertainment Enterprises Ltd (Zeel) and it’s majority shareholder Invesco Developing Markets Fund, the National Company Law Tribunal (NCLT) has scheduled the next hearing on 27 October.

    The case will be heard a day after the Bombay high court hearing on 26 October.

    In its reply to Invesco’s petition, Zeel claimed that the ‘sudden and abrupt’ issuance of of the requisition notice seeking removal of the sitting managing director and chief executive officer Punit Goenka’s from the board appears to be a ‘malafide and motivated’ action, according to an ET report.

    The affidavit also claimed that Invesco not only wanted to take control of the board of Zeel but also sabotage the merger deal with Sony Pictures Networks India to the disadvantage of shareholders.

    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.” Meanwhile, Invesco filed a petition with the NCLT to demand their right to call for an EGM.

  • Founder and MD Ambika Sharma becomes the sole equity stakeholder of Pulp Strategy

    Founder and MD Ambika Sharma becomes the sole equity stakeholder of Pulp Strategy

    MUMBAI: In a massive top-tier overhaul, the reins of Pulp Strategy have been taken over by its Founder and Managing Director Ambika Sharma. Ambika Sharma the Majority stake holder acquired an the balance equity stake of 22% for an undisclosed amount from the brand’s exiting minority shareholder and Director CFO Raj Vikram Singh, to become the sole equity owner of the multi-award winning full-service marketing agency.

    The restructuring has helped Pulp Strategy tide over vision mismatch and improve its agility to consolidate its domain leadership position as a leading independent Digital creative agency in India redefining the brand-consumer interaction in today’s dynamic business landscape.

    With the management overhaul that was finalised in Q3 of the Fiscal Pulp Strategy has experienced accelerated growth in H2, as it gears up for large-scale business expansion, with a singular focus on innovation driven by an in-depth understanding of the industry.

    With new client acquisitions including brands like Tupperware, Barco, Hero Electric, Proburst and Philips Avent, The agency is now looking to increase its focus on content marketing, digital engagement, while simultaneously leveraging interactive new-age technologies for its expanding client portfolio.

    On the development, Pulp Strategy, Founder and Managing Director, Ambika Sharma said, “As a young business it was important for us to maintain our agility as well ensure that our talent contributes towards the improvement of our offerings as well as our commitment to our clients. This decision to re-haul management has been taken with an aim to augment the growth trajectory of Pulp Strategy and to consolidate the agency’s market position. It will enable us to further our aggressive growth plans while strictly maintaining an industry-focused and innovation-driven approach.”

    Incorporated in 2011, Pulp Strategy at present drives revenue worth Rs. 443 million and is eyeing forward-thinking product and service offerings to support its market ascension and client base expansion. Its current and previous clientele includes the likes of Google, Philips, Microsoft, Michelin, Canon, Rolls Royce and Yahoo!, amongst others.

  • Hathway board clears GTPL IPO

    Hathway board clears GTPL IPO

    MUMBAI: Even as naysayers have been saying investor sentiment is pretty negative about the cable TV distribution sector in India, here is a company which is looking to swim against the tide. Cable TV and broadband internet services provider Hathway Cable & Datcom’s board today gave it the thumbs up to make an initial public offering for its subsidiary outfit GTPL Hathway.

    GTPL Hathway offers cable TV and broadband services in many cities in India among which figure Pune, Ahmedabad and Kolkata.

    The board gave approval to the IPO proposal which seeks to raise funds for GTPL through a fresh issue of equity shares while giving an option to existing GTPL shareholders to sell their holdings. Hathway holds around nine million shares in GTPL, according to a filing wih the Bombay stock exchange on Wednesday.

    The Hathway board also gave a go-ahead to the proposal to set up a committee to work on the various aspects of the proposed IPO including regulatory and shareholder approvals. Of course, all these proposals would be subject to shareholder and regulatory approval.

    Hathway has 23 headends in 160 cities nationwide and its cable TV service subscriber base as on 31 March 2016 was 12.3 million with 10.6 million of them having migrated to digital cable TV. It had a broadband susbscriber base of 627,000 even as it passed 3.3 million homes. 2.4 million of the cable TV subscribers were in phase I areas; 4.2 million in phase II, while its phase III and IV universe was at 4.1 million.

  • Hathway board clears GTPL IPO

    Hathway board clears GTPL IPO

    MUMBAI: Even as naysayers have been saying investor sentiment is pretty negative about the cable TV distribution sector in India, here is a company which is looking to swim against the tide. Cable TV and broadband internet services provider Hathway Cable & Datcom’s board today gave it the thumbs up to make an initial public offering for its subsidiary outfit GTPL Hathway.

    GTPL Hathway offers cable TV and broadband services in many cities in India among which figure Pune, Ahmedabad and Kolkata.

    The board gave approval to the IPO proposal which seeks to raise funds for GTPL through a fresh issue of equity shares while giving an option to existing GTPL shareholders to sell their holdings. Hathway holds around nine million shares in GTPL, according to a filing wih the Bombay stock exchange on Wednesday.

    The Hathway board also gave a go-ahead to the proposal to set up a committee to work on the various aspects of the proposed IPO including regulatory and shareholder approvals. Of course, all these proposals would be subject to shareholder and regulatory approval.

    Hathway has 23 headends in 160 cities nationwide and its cable TV service subscriber base as on 31 March 2016 was 12.3 million with 10.6 million of them having migrated to digital cable TV. It had a broadband susbscriber base of 627,000 even as it passed 3.3 million homes. 2.4 million of the cable TV subscribers were in phase I areas; 4.2 million in phase II, while its phase III and IV universe was at 4.1 million.

  • Shareholder files lawsuit against Viacom & CBS over Sumner Redstone’s pay

    Shareholder files lawsuit against Viacom & CBS over Sumner Redstone’s pay

    MUMBAI: Investors targeted Viacom Inc and filed a lawsuit against Viacom and CBS’s boards on 19 January, alleging the companies improperly paid millions to executive chairman Sumner Redstone while he was physically and mentally incapacitated.

     

    Redstone’s health issues were heightened after his ex-girlfriend Manuela Herzer filed a lawsuit that raised doubts about the billionaire’s competence. Redstone’s lawyers have maintained that he is in full control of making decisions.

     

    The new shareholder lawsuit, filed in the Delaware Court of Chancery, says payments to Redstone “for services not rendered” amounted to bad faith by the two boards and also says the Viacom board misrepresented Redstone’s deteriorated physical and mental condition in a January 2015 proxy statement.

     

    The Redstone controversy began last fall when his ex-girlfriend was thrown off his advance healthcare directive and escorted out of his sprawling hilltop estate. She sued, contending the mogul was in no position to make such decisions.

     

    Redstone named Viacom chief executive Philippe Dauman as his new healthcare agent. Dauman filed a motion on 15 January in a New York court to stop his deposition in connection with Herzer’s case. 

     

    As per media reports, an attorney for Herzer had no immediate comment on Dauman’s filing. Herzer’s attorney has previously said she sued solely over concern for Redstone’s health.

  • Shareholder files lawsuit against Viacom & CBS over Sumner Redstone’s pay

    Shareholder files lawsuit against Viacom & CBS over Sumner Redstone’s pay

    MUMBAI: Investors targeted Viacom Inc and filed a lawsuit against Viacom and CBS’s boards on 19 January, alleging the companies improperly paid millions to executive chairman Sumner Redstone while he was physically and mentally incapacitated.

     

    Redstone’s health issues were heightened after his ex-girlfriend Manuela Herzer filed a lawsuit that raised doubts about the billionaire’s competence. Redstone’s lawyers have maintained that he is in full control of making decisions.

     

    The new shareholder lawsuit, filed in the Delaware Court of Chancery, says payments to Redstone “for services not rendered” amounted to bad faith by the two boards and also says the Viacom board misrepresented Redstone’s deteriorated physical and mental condition in a January 2015 proxy statement.

     

    The Redstone controversy began last fall when his ex-girlfriend was thrown off his advance healthcare directive and escorted out of his sprawling hilltop estate. She sued, contending the mogul was in no position to make such decisions.

     

    Redstone named Viacom chief executive Philippe Dauman as his new healthcare agent. Dauman filed a motion on 15 January in a New York court to stop his deposition in connection with Herzer’s case. 

     

    As per media reports, an attorney for Herzer had no immediate comment on Dauman’s filing. Herzer’s attorney has previously said she sued solely over concern for Redstone’s health.

  • Q3-2015: Discovery’s US Networks mitigate International Networks revenue drop due to forex

    Q3-2015: Discovery’s US Networks mitigate International Networks revenue drop due to forex

    BENGALURU:  Discovery Communications, Inc. (Discovery) reported a 0.7 per cent drop in revenue in the quarter ended 30 September, 2015 (Q3-2015, current quarter) at $1557 million as compared to the $1568 million in the corresponding year ago quarter. Its US networks reported eight per cent growth in revenue to $781 million (50.1 per cent of Total Revenue or TR) in the current quarter as compared to the $723 million (46.1 per cent of TR) in Q3-2014 and hence mitigated the nine per cent drop in international Networks revenue. The company’s International Network revenue in the current quarter declined to $740 million (47.5 per cent of TR) from $813 million (51.8 per cent of TR) in the corresponding quarter of last year. Discovery says that revenue at its International Networks declined primarily due to currency effects. 

     

    Discovery’s Adjusted Operating Income Before Depreciation and Amortization( (OIBDA) decreased nine per cent to $576 million, as four per cent growth at US Networks was more than offset by a 21 per cent decline at International Networks, primarily due to currency effects, and a small operating loss at ‘Education’ and ‘Other’.

     

    “Discovery’s unique portfolio of assets and global brands drove yet another quarter of strong worldwide viewership and financial results,” said Discovery president and CEO David Zaslav. “Discovery is like no other media company, propelled by our unmatched global infrastructure, local leadership, efficient global content model and sturdy position in the US, and we are confident in our ability to drive near and long-term growth and shareholder value.”

     

    Basic and dilute Earnings per share (EPS) in the current quarter increased to $0.43 as compared to the $0.41 in Q3-2014.

     

    US Networks

     

    The above mentioned US Networks revenue growth in the current quarter was driven by 12.3 per cent growth in Distribution and 5.7 per cent growth in Advertising revenues. US Networks Distribution revenue increased to $357 million in the current quarter as compared to the $318 million in Q3-2014. Discovery says that Distribution revenue growth was primarily driven by higher rates and the consolidation of Discovery Family.

                                                                                                                                                                  

    US Network’s Advertising revenue in Q3-2015 increased to $410 million as compared to the $388 million in the corresponding year ago quarter. The company says that Advertising revenues increased primarily due to higher pricing.

     

    US Networks adjusted OIBDA increased four per cent to $443 million (56.7 per cent margin) in the current quarter from $426 million (58.9 per cent margin) in Q3-2014. Excluding the consolidation of Discovery Family, adjusted OIBDA was relatively flat, as revenue growth was offset by an 11 per cent increase in operating expenses, mainly due to higher content amortization and marketing costs.

     

    International Networks

     

    Adjusted OIBDA of the segment declined 21.3 per cent to $218 million (29.5 per cent margin) in Q3-2015 from $277 million (34.1 per cent margin) in Q3-2014. As mentioned above, International Networks revenue and adjusted OIBDA declines in the current quarter were due to changes in foreign currency exchange rates.

    International Networks Distribution revenue declined 2.6 per cent in the current quarter to $419 million from $430 million in Q3-2014. International Networks Advertising revenue in Q3-2015 declined 14.2 per cent to $289 million from $337 million in the corresponding quarter of last year.

     

    Discovery says that excluding currency effects and the impact of Eurosport and SBS Radio, total revenues were up nine per cent. Distribution revenues, excluding the impact of Eurosport and currency effects, grew eight per cent mainly from increased subscribers and rates in Latin America as well as increased subscribers in CEEMEA. Advertising revenues, excluding the impact of Eurosport, SBS Radio and currency, were up 12 per cent, primarily due to higher volume and prices in Latin America and higher ratings, prices and volume in Southern Europe.  Other revenues, excluding the impact of Eurosport, SBS Radio and currency, decreased $2 million, primarily due to lower program sales. 

     

    The company informs that excluding the impact of Eurosport, SBS Radio and currency, Adjusted OIBDA was up four per cent, reflecting the nine per cent revenue growth partially offset by a 13 per cent increase in operating expenses. The higher operating expenses were primarily due to increased content expenses and personnel costs.

     

    Education and Other

     

    Education and Other revenue for Q3-2015 increased by $1 million. Adjusted OIBDA decreased by $8 million compared to Q3-2014 due to additional investments in education primarily related to digital textbooks, higher production costs associated with greater utilisation of our in-house production companies, and higher personnel costs.

     

    The segment reported revenue of $36 million in the current quarter as compared to $35 million in Q3-2014. Adjusted OIBDA in Q3-2015 was negative $5 million as compared to positive adjusted OIBDA of $3 million in Q3-2014.

     
  • Den Networks receives shareholder nod for borrowings and issue of ESOPS

    Den Networks receives shareholder nod for borrowings and issue of ESOPS

    BENGALURU: Scrutinizers NKJ & Associates have informed the Den Networks Limited (Den Networks) board that its shareholders have approved by a very healthy majority the nine special resolutions by it for borrowing against hypothecation of its assets and issuance of employee stock options (ESOP) to the employees of Den Networks and directors of its associates and subsidiary companies

     

    13,22,09310 valid votes were received by ballot paper and through e-voting. In the two resolutions pertaining to Den Networks to borrow against hypothecation of its assets, 13,21,89,110 votes or 99.98 per cent valid votes were received in favour, with only 20,200 or 0.2 per cent of the votes against. 97.54 per cent (12,89,44,699 votes) voted in favour of a resolution for change in Den Networks Memorandum of Articles, with 2.46 per cent (3464611 votes) voting against this resolution.

     

    Over 95 per cent of the votes were in favour of the six resolutions proposed by Den Networks board pertaining to issuance of more than 1 per cent ESOPS to the employees of the multi system operator (MSO) and directors of associate and subsidiary companies through new shares as well as by procurement of shares from the secondary market.

     

     

     

    Refer to the attached notice filed by Den Networks on the bourses.