ITV

Tag: shareholders

  • 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.”

  • Zeel must get ‘reasonable time’ to reply to investors plea: NCLAT passes order

    Zeel must get ‘reasonable time’ to reply to investors plea: NCLAT passes order

    New Delhi: Zee Entertainment Enterprises Ltd (Zeel) should be given a “reasonable and sufficient opportunity” time to respond to the investors’ plea filed before the National Company Law Tribunal (NCLT), said the National Company Law Appellate Tribunal (NCLAT) on Thursday.

    Zeel had approached the Appellate authority, challenging NCLT’s order which asked the Company to submit its reply to the investors’ demand for calling an extraordinary general meeting (EGM) by Thursday, when its next hearing was scheduled.

    The appellate tribunal stated that NCLT had made an “error” by not granting Zeel “reasonable and sufficient time for filing a reply…. This was a complete violation of NCLT Rules and Principles of Natural Justice,” said the two-member bench of the NCLAT and asked NCLT to proceed after hearing both parties. “We are of the opinion that reasonable and sufficient opportunity should be given to the appellants for filing a reply.”

    The Appellate Tribunal also mentioned that “Section 98 of the Companies Act does not prescribe any limit and limitation on the learned NCLT to pass order within that time limit.” However, it did not mention the amount of time that should be granted to the media conglomerate. 

    Meanwhile, NCLT had deferred the hearing of the Zeel-Invesco case to Friday, citing the plea pending before the NCLAT.

    Zeel spokesperson said that the company continues to have full faith in the Indian judicial system and will take all the necessary steps that are in the best interests of all its shareholders.  

    Zeel’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC who together hold an 18 per cent stake had sent a requisition notice to Zeel on 11 September to call an EGM and discuss the removal of MD Punit Goenka. When Zeel did not announce the date of the EGM even after two weeks, the investors moved NCLT, citing provisions of the Company Law, according to which the Company is bound to call an EGM within a specific number of days, if the stakeholder demanding it owns more than 10 per cent stake in 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 had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of 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 the approval of the ministry of information and broadcasting (I&B).

    Last week, Zeel Board refused to conduct the extraordinary general meeting (EGM) citing ‘shareholders interest’, and moved the Bombay high court seeking to declare the requisition notice as “illegal and invalid”.

  • 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.

  • Netflix amends law to let shareholders nominate board members

    Netflix amends law to let shareholders nominate board members

    MUMBAI: Streaming giant Netflix has amended its bylaws to allow its shareholders with a 3 percent stake to nominate board members. This move is definitely a victory for the stakeholders on a key corporate-governance issue after a year of voting for such proposal known as proxy access.

    The amendment allows a shareholder, or a group of up to 20 stakeholders, owning at least 3 percent of its outstanding shares for at least three years may nominate up to two directors, or can have a representation of up to 20 percent of the company’s board.

    “The board periodically reviews our corporate governance, and determined that adopting proxy access is appropriate at this time, ” the streaming platform said in a statement. At Netflix’s annual meeting in last June, a non-binding proposal to adopt the proxy access bylaw was approved. Previously, the company opposed the proposal by shareholders.

    “By enacting proxy access, Netflix is finally giving investors a meaningful voice in board elections and they are no longer an outlier holding out on their long-term shareowners,” New York City Comptroller Scott Stringer commented on the move.

  • Zee Learn-THEAL merger share swap ratio revised, approved

    Zee Learn-THEAL merger share swap ratio revised, approved

    MUMBAI: A revised scheme of amalgamation of Zee Learn Limited (ZLL) with Tree House Education & Accessories (THEAL) has been approved by the Boards of Directors of both the companies.

    The revised share swap ratio of 1:1 for the merger of THEAL with ZLL was agreed upon by shareholders at a meeting on 16 August 2016. Earlier, the plan was to issue 5:3 shares of Zee Learn for each share of Tree House.

    Both ZLL and THEAL are primarily engaged into business of pre-school activities.

    The Board of Directors of ZLL at its meeting held on 23 December 2015 had approved a merger of THEAL with ZLL subject to requisite statutory and regulatory approvals.

    As a part of evaluation of financial results of THEAL for the quarter ended 31 March , 2016 and for the financial year ended 31 March, 2016, ZLL decided to keep on hold the plan and the matter was referred to the Merger Evaluation Committee (MEC).

    “MEC was authorised to look into and suggest the way forward to re-work the deal of merger to ensure consolidation of business in the best interest of the shareholders,” said ZLL in an official statement to the Bombay Stock Exchange.

    The statement went on to add that the Board unanimously approved a revised scheme (including appointed date and share exchange ratio) for the merger of THEAL with ZLL. The scheme will be implemented subject to approval of shareholders and creditors of the company and applicable regulatory authorities.

    In another statement, THEAL informed its shareholders, “Your company is trying to overcome the challenges faced in recent quarters by bringing in several cost control measure along with closing down of its non profitable centres. We believe that your company will be benefited with the merger, as the synergies arising out of amalgamation will play an important role in strengthening the company’s business and improving its operational efficiency and future outlook.”

  • Zee Learn-THEAL merger share swap ratio revised, approved

    Zee Learn-THEAL merger share swap ratio revised, approved

    MUMBAI: A revised scheme of amalgamation of Zee Learn Limited (ZLL) with Tree House Education & Accessories (THEAL) has been approved by the Boards of Directors of both the companies.

    The revised share swap ratio of 1:1 for the merger of THEAL with ZLL was agreed upon by shareholders at a meeting on 16 August 2016. Earlier, the plan was to issue 5:3 shares of Zee Learn for each share of Tree House.

    Both ZLL and THEAL are primarily engaged into business of pre-school activities.

    The Board of Directors of ZLL at its meeting held on 23 December 2015 had approved a merger of THEAL with ZLL subject to requisite statutory and regulatory approvals.

    As a part of evaluation of financial results of THEAL for the quarter ended 31 March , 2016 and for the financial year ended 31 March, 2016, ZLL decided to keep on hold the plan and the matter was referred to the Merger Evaluation Committee (MEC).

    “MEC was authorised to look into and suggest the way forward to re-work the deal of merger to ensure consolidation of business in the best interest of the shareholders,” said ZLL in an official statement to the Bombay Stock Exchange.

    The statement went on to add that the Board unanimously approved a revised scheme (including appointed date and share exchange ratio) for the merger of THEAL with ZLL. The scheme will be implemented subject to approval of shareholders and creditors of the company and applicable regulatory authorities.

    In another statement, THEAL informed its shareholders, “Your company is trying to overcome the challenges faced in recent quarters by bringing in several cost control measure along with closing down of its non profitable centres. We believe that your company will be benefited with the merger, as the synergies arising out of amalgamation will play an important role in strengthening the company’s business and improving its operational efficiency and future outlook.”

  • Reliance Jio to raise Rs 15,000 crore via rights issue

    Reliance Jio to raise Rs 15,000 crore via rights issue

    MUMBAI: Mukesh Ambani’s telecom company Reliance Jio Infocomm Ltd is planning to raise a sum of Rs 15,000 crore via a rights issue. The company’s board has approved the plan for the same.

    According to the information given in a regulatory filing, the company will issue 15 billion equity shares of Rs 10 each totalling up to a whopping amount of Rs 15,000 crore to its existing shareholders.

    As of yet, the company has not given any further clarification for raising such a large amount.

    As was reported earlier by Indiantelevision.com, Reliance Jio also inked a spectrum sharing and trading agreement with Reliance Communications to strengthen its indoor coverage and voice services.

    Further, the company also plans to offer 4G services at a monthly charge of Rs 300 – 500 and will also provide 4G mobile phones at a low price of Rs 4000 per unit.

     

  • PVR receives shareholders’ nod to raise Rs 500 crore via NCDs

    PVR receives shareholders’ nod to raise Rs 500 crore via NCDs

    MUMBAI: Multiplex chain PVR has received shareholders’ approval to raise Rs 500 crore through issuance of non-convertible debentures (NCDs) on private placement basis.

    Additionally, the shareholders also approved a dividend of Rs 1 on each equity share for FY 2014-15 at its 20th annual general meeting (AGM).

    It may be recalled that last year, the PVR board had approved a plan to raise Rs 500 crore via qualified institutional placement (QIP).

     

    As of July 2015, PVR operates 474 screens across 106 locations in 43 Indian cities, which are spread across 15 States and one Union Territory.

    For the quarter ended 30 June, 2015, PVR posted net profit of Rs 56.67 crore as compared to Rs 8.47 crore for the quarter ended 30 June, 2014. The company’s total income increased from Rs 343.24 crore for the quarter ended 30 June, 2014 to Rs 462.82 crore for the quarter ended 30 June, 2015.

  • Hathway receives shareholders nod for equity share split

    Hathway receives shareholders nod for equity share split

    BENGALURU:  Shareholders of Hathway Cable and Datacom Limited (Hathway) have voted in favour of a share split of the company’s equity shares of face value (FV) of Rs 10 each. The company had proposed splitting each equity share of FV of Rs 10 to 5 equity shares of face value of Rs 2 each. The board of directors of the company had passed the resolution at its meeting held on 13 November 2014.

     

    Rathi and Associates, the scrutinizer of the ballot, in its report said that 101 postal ballot forms representing 1,103,011 equity shares and 69 e-voting confirmations representing 99,908,194 equity shares were received. Of these, 11 postal ballot/e-voting confirmations representing 2474 equity shares were invalid. Of the 159 net valid postal ballot forms/e-voting confirmations representing 101,008681 equity shares, 157 postal ballots/e-voting confirmations assented to the split, with 2 representing 50 shares dissenting.

     

    Hathway has an authorised equity share capital of Rs 199.80 crore. The existing issued, subscribed, paid up share capital of the company is Rs 166,09,89,000 shares divided into 16,60,98,900 equity shares of FV of Rs 10 each.

     

    The stock closed at Rs 333.35 per equity share of FV of Rs 10 at close of trading today (22 December 2014) in the BSE, up 3 per cent (Rs 9.70) from the previous close of Rs 323.65. The stock’s 52 week high was Rs 385.60 and 52 week low was Rs 221 on the BSE.

     

    On the NSE, the stock closed at Rs 333.25, up 2.37 per cent as compared to the previous close of Rs 325.55 on 19 December. Its 52 week on the NSE was Rs 382 on 4 December 2014 and the 52 week low was Rs 220 on 14 April 2014.

  • NDTV to focus on Convergence to increase profit

    NDTV to focus on Convergence to increase profit

    MUMBAI: NDTV has been trying various measures to keep its spending under control and to increase its profits for the group. In a shareholder meeting held recently, the company has laid out its past and future plans for profit.

     

    A special focus is being given to special events as well as the introduction of pre-sponsored bands beginning with NDTV Prime.

     

    What the network has also been doing is cost optimisation according to a study by E&Y. Thus, it restructured NDTV Profit by bringing down personnel and overhead cost as well as extensive cost cutting measures in NDTV Goodtimes.

     

    Now it is looking at focusing on its core businesses for growth while cutting down on non-core businesses. One of its core businesses is NDTV Convergence, the digital side, which it says has been giving it revenue growth at 46 per cent CAGR in last six years while it turned EBIDTA positive in FY 2012. On the other hand NDTV 24X7, its flagship property has been giving it average annual profit of Rs 40 crore per year over the last three years.

     

    To tap into the digital sector, the network is continuing to invest in its online assets namely NDTV News, NDTV Sports, NDTV Movies, NDTV Gadgets, NDTV Cooks and the newly launched NDTV Auto. It is also contemplating restructuring so that shareholders can squeeze out maximum value from NDTV Convergence.

     

    NDTV Convergence clocks more than 40 million unique visitors per month, more than 2.4 billion minutes of premium videos streamed per annum. The statement says that ‘the sum of the parts of NDTV group assets is not reflected in the market cap of NDTV. This is particularly true for the value of its digital assets.’

     

    On the other hand, NDTV India, its loss making Hindi channel got its EBIDTA breakeven in FY 2014, which it hands out to the new content strategy of offering relevant content to the Hindi speaking market.  NDTV Prime that launched with pre-sponsored bands for technology, auto and property with channel sponsor Micromax for a period of three years, was draining out Rs 40 crore on an annual basis. With the dual channel model, it hopes to achieve financial stability by next year.