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Tag: Zeel

  • Zeel moves Bombay HC against Invesco’s requisition notice

    Zeel moves Bombay HC against Invesco’s requisition notice

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) has moved the Bombay high court against two of its top investors –  Invesco Developing Markets Fund and OFI Global China Fund IIC seeking the court’s intervention in declaring the requisition notice sent by them as “illegal and invalid”.

    Zeel informed the stock exchange that “there are no expected financial implications on the company that may arise as a result of this civil suit, except legal costs”.

    Both the investors together hold an 18 per cent stake in the media company. In a special notice sent to Zeel on 11 September, the two had called for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The Boardroom tussle intensified last week when Invesco moved the National Company Law Tribunal (NCLT) highlighting Zeel’s failure to make any announcement regarding the EGM. The Tribunal had then directed Zeel to convene the EGM as per law.

    The request for EGM was, however, turned down by Zeel board on Friday, terming the requisition notice sent by its investors as “illegal and invalid”. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company had until October 2 to announce a date for an EGM. 

    However, Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.  

    Apart from Goenka’s exit, 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.

    Meanwhile, the media and entertainment company also marked 29 years of its foundation on Saturday, “Back then, a lot of people thought it was a bold and impossible idea, but the power of patience and perseverance has paid off and we are here celebrating the glorious milestone,” MD Punit Goenka said. “As we step into the 30th year of the company, we stay committed to many more successful years filled with glory, growth, and profitability.” 

  • Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Mumbai: The Board of Zee Entertainment Enterprises Ltd (Zeel) on Friday said Invesco’s requisition notice is “illegal and invalid” and it has conveyed its inability to convene the extraordinary general meeting (EGM) to both the investors.

    The decision was taken in a meeting of the Board held on Friday.

    “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.

    The decision came a day after the National Company Law Tribunal (NCLT) asked the media and entertainment company to convene an EGM as per law. The Tribunal was hearing a plea filed by one of the largest shareholders of Zeel, Invesco which had sought its intervention in the matter.

    NCLT had observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal had stated on Thursday.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    The company cannot comment on any future actions since the matter is sub-judice, it added further.

    Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    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).

  • ZEE5 unveils festive content line-up

    ZEE5 unveils festive content line-up

    Mumbai: ZEE5 has announced its new content line-up including over 30 AVOD premieres and 14 original SVOD new releases for the festive season 2021.

    Enabling advertisers to enhance engagement using personalised tech and data-enabled cohorts and interest clusters, the OTT platform will facilitate brands to increase their market share across categories, including CPG, digital, auto, lifestyle, wellness, ed-tech, BFSI, SMB, and more, throughout the season.

    The slate of multilingual AVOD premieres scheduled between October to December 2021 will engage multiple language affinity consumers such as Hindi, Telugu, Malayalam, Kannada, Tamil, and Bangla across demographics, from metros to Tier II and III cities. Shows with a prominent star cast, multi-starrer exclusive line-ups of awards, events, and festive tentpoles have been announced to entertain viewers and act as vehicles for brand integrations.

    Recently the OTT platform also came up with an Intelligence Monitor report to add incremental value to its range of advertisers by decoding the latest and imminent consumption trends, consumer preferences and discovering new insights across various product and service categories.

    ZEEL chief operations officer – revenue, Rajiv Bakshi said, “It is the biggest consumption period across all product and service categories and therefore we have strategised the finest content line-up that will enable brands to plan hyper-personalised marketing campaigns to grow their market shares and brand engagement. ZEE5 extends strategic advantage to clients as it offers a gender-balanced, young, and massive viewer base for brand integration and influencer marketing solutions on its impact properties, and the massive reach and video inventory across entertainment, news, and premium CTV.”

  • NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    Mumbai: The National Company Law Tribunal (NCLT) on Thursday asked Zee Entertainment Enterprises Ltd (Zeel) to convene an extraordinary general meeting (EGM) as per the law. One of the largest shareholders of Zeel, Invesco had moved NCLT earlier this week against Zeel’s failure for not yet announcing a date for the EGM.

    While hearing Invesco’s plea, NCLT observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal added.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM.

    Responding to the development, Zeel spokesperson said the Board of the company is scheduled to meet as per the statutory time allotted in relation to the matter. “The Company will continue to take all the actions needed in the interest of the shareholders as per law,” the spokesperson added.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds 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).

    Invesco had earlier stated that Zeel’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted it to file a petition before NCLT to enforce its rights as shareholders to call for this EGM.

  • Invesco approaches NCLT against Zeel, presses for EGM

    Invesco approaches NCLT against Zeel, presses for EGM

    New Delhi: The boardroom tussle at Zee Entertainment Enterprises Ltd (Zeel) rages on. One of its top investors, Invesco Developing Markets Fund has now moved the National Company Law Tribunal (NCLT) against the company for not yet announcing a date of the extraordinary general meeting (EGM).

    The application moved under Sections 98(1) and 100 of the Companies Act, 2013 requests the tribunal to order the company to hold EGM. The NCLT has listed the hearing on Thursday. 

    “The company’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted us to file a petition before NCLT to enforce our rights as shareholders to call for this EGM,” a spokeswoman for Invesco said.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds 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).

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    The latest move comes days after Zeel announced a mega-merger with its rival media group Sony Pictures Network India (SPNI). The merger will result in SPNI holding a majority of 52.93 per cent with Zeel and its shareholders having 47.01 per cent of the new entity which will continue to list on the stock exchanges. The joint company will appoint Punit Goenka as the CEO and managing director, with the promoter family being free to increase its holding from four per cent to 20 per cent over time. 

  • Zee5 launches OTT-first ‘Intelligence Monitor’

    Zee5 launches OTT-first ‘Intelligence Monitor’

    Mumbai: Streaming service platform Zee5 on Friday announced its plans to launch an industry-first fortnightly knowledge series ‘Zee5 Intelligence Monitor’ to decode the latest and imminent consumption trends, consumer preferences, and new insights across various product and service categories. 

    According to a statement, the new offering aims to add incremental value to the brands’ range of advertisers.

    With its audience spread across the country, the ‘Zee5 Intelligence Monitor’ will track transformative consumer behaviour across industry verticals spanning diverse categories such as auto, beauty, health and wellness, smartphones, gaming, cryptocurrency and more, said the statement.

    This model will bring together renowned industry leaders for expert viewpoints especially pertaining to the new-normal accelerated by the rapid adoption of the internet and technology, it added.

    “The ZEE5 Intelligence Monitor knowledge series will bring on board brand custodians and product leaders from diverse industries to analyse and examine the deep implications of the emerging and imminent trends, consumer perceptions and outlooks, and further discuss how each product category can take maximum advantage of these disruptive transformations,” said Zee Entertainment Enterprises Ltd COO for revenue Rajiv Bakshi. “Our objective is to offer our advertiser partners a multidimensional understanding to traditional and emerging product categories, coupled with insights into the minds of consumers and to effectively drive targeted engagement, combat ambiguity and boost smarter business decisions.”

    “It is intriguing and exciting to hear about the imminent launch of the ZEE5 Intelligence Monitor. We all read category analyses from different forums, but I believe this is the first time an entertainment major is publishing perspectives on emerging and established categories,” remarked Madison Media & OOH group CEO Vikram Sakhuja.

  • The whys and wherefores of the Zeel-SPNI merger proposal

    The whys and wherefores of the Zeel-SPNI merger proposal

    Mumbai: After days of conjectures fueled by boardroom battles, Zee Entertainment Enterprises Ltd (Zeel) pulled off a tour de force early on Wednesday announcing the company’s plans for a mega-merger with arch-rival Sony Pictures Networks India (SPNI). With their combined linear networks, digital assets, production operations, and programme libraries, the two companies are set to create one of India’s largest media and entertainment entities in terms of market share. It will not only rival market leader Disney Star India, but it could well pip the former at the post in revenues when it does go through.

    The news was not completely unexpected; talks of a merger between the two networks had been in the news intermittently for almost two years now. They had flirted with each other and other suitors intermittently. According to various media reports, both SPNI and Zeel had been on the lookout for a partner that could bring in mutual synergies, while minimising clashes, to fend off competition amid growing consolidation in the media and entertainment industry.  Each one of them had also explored a merger with the Mukesh Ambani-owned Viacom18 to challenge the Disney-Star collaboration that has been dominating the content market, however, without success. RIL owns a majority stake in Viacom18, which is a joint venture between TV18 Broadcast Ltd and US-based ViacomCBS Inc. With the current merger, the companies have seemed to found what each of them was looking for to turbocharge their future growth.

    If Zeel is backed by its core strength in content creation in both mainline Hindi and regional languages, SPNI brings along its well-consolidated entertainment and sports genre creating a potent combination. SPNI also leads in the English/premium factual entertainment genre, but in return, it will get an opportunity to leverage Zeel’s pervasive reach built over decades.

    Despite recent challenges, the network has come a long way since its launch three decades ago. Zeel continues to maintain its hold in the HSM with its FTA channel Zee Anmol being the steady top grosser in the UP/Uttarakhand market, and down south with regional GECs Zee Kannada or Telugu. The merger could also help SPNI to adopt a well-positioned strategy that has so far oscillated between targeting mass and metro audiences.  It could also bolster their growing digital businesses, bringing together the two streaming platforms-  Zee5 and SonyLIV. 

    The reality is that both Zeel and SPNI are no strangers when it comes to striking a deal. One can hark back to a time half a decade ago when the Subhash Chandra-run company had hawked off its Ten Sports channel and related sports business to SPNI – a deal which has served the latter well.

    With the latest merger announcement, Zeel has also pulled off a coup of sorts in favour of its MD and CEO Punit Goenka who will now lead the combined media entity. The announcement is crucial, as it boosts his position at a time when two of Zeel’s top investors – had called for his ouster, making corporate governance allegations against him and some Zeel board members.

    Over the last year, Goenka has focused on transforming the company into a new ‘Zee 4.0 vision’ – led by a revamped programming line-up of its linear channel portfolio in the key markets, and the launch of new channels. In its recent annual general meeting (AGM), Goenka had elaborated how Zeel’s future roadmap for the next three years will be led by digital. “We are still in investment mode for our digital business and our film business. We enjoyed leadership in several of the markets that we operate in,” he told shareholders last week.

    Zeel’s linear business has managed to retain its profitability, but its flagship channel Zee TV has been looking to regain its standing in the non-fiction content where it used to be a strong player until a few years back, with popular properties like Sa Re Ga Ma and DID.

    Goenka also told shareholders about Zeel’s plans to become the leading studio in films across six languages and increases its market share in the music category. SPNI, on its part, has recently stepped up its content creation capability in-house through its TV and OTT show and film production units. Zeel and SPNI’s union on this front will prove beneficial in many ways.

    The most important benefit that the merger brings to the table is even higher economies of scale. Zeel has over the years built its reputation as an excellent cost-efficient media company, even as SPNI is one of the more profitably run broadcasters. Their coming together is likely to bring in even more cost-efficiencies because of the scale that their marriage will usher in, enabling tougher negotiating power with suppliers and with clients. Additionally, internal cost savings will also be generated as the merged entity right sizes itself in terms of manpower, talent, and functions.

    The merger announced on Wednesday is subject to regulatory approvals, but once it goes through, it will result in SPNI holding a majority of 52.93 per cent with Zeel and its shareholders having 47.01 per cent of the new entity. But, the promoter family will remain free to increase its holding from four per cent to 20 per cent over time. SPNI will hold the majority share in the new media entity and its shareholders will pump in growth capital of $1.575 billion to strengthen the company’s digital platforms across technology and content, ability to bid for broadcasting rights in the fast-growing sports landscape and pursue other growth opportunities.

    The combined company’s board of directors would include directors nominated by the Sony Group and result in it having the right to nominate the majority of the members. 

  • Zeel board approves merger proposal with SPNI

    Zeel board approves merger proposal with SPNI

    Mumbai: There was speculation that the investor action against the promoter family at Zee Entertainment Enterprises would force the board to take some action. And it has: early this morning Zeel announced that the board has approved a merger proposal between Sony Pictures Networks India (SPNI) and India’s largest troubled media entity.

    The merger will result in SPNI holding a majority of 52.93 per cent with Zeel and its shareholders having 47.01 per cent of the new entity which will continue to list on the stock exchanges. The joint company will appoint Punit Goenka as the CEO and managing director, with the promoter family being free to increase its holding from four per cent to 20 per cent over time.  The combined company’s Board of directors would include directors nominated by Sony Group and result in Sony Group having the right to nominate the majority of the Board members. 

    SPNI shareholders have committed to pump in growth capital of $1.575 billion (Rs 11,575.92 crores) into the Indian company to enhance the combined company’s digital platforms across technology and content, ability to bid for broadcasting rights in the fast-growing sports landscape and pursue other growth opportunities.

    A non-binding term sheet giving the two companies 90 days to conduct mutual due diligence and come to a definitive agreement. A final transaction would be subject to completion of customary due diligence, negotiation, and execution of definitive binding agreements, and required corporate, regulatory, and third-party approvals, including Zeel shareholder vote.

    The agreement will combine the two companies’ linear networks, digital assets, production operations, and program libraries. “The combined company would be a publicly listed company in India and be better positioned to lead the consumer transition from traditional pay TV into the digital future,” said SPNI in a statement. 

    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.

    “We have unanimously provided an in-principle approval to the proposal and have advised the management to initiate the due diligence process,” said Zeel chairman R. Gopalan said, “Zeel continues to chart a strong growth trajectory and the Board firmly believes that this merger will further benefit Zeel. The value of the merged entity and the immense synergies drawn between both the conglomerates will not only boost business growth but will also enable shareholders to benefit from its future successes. As per legal and regulatory guidelines, at the required stage, the proposal will be presented to the esteemed shareholders of Zeel for their approval.”

  • Leverage Edu onboards Zee’s Ambesh Tiwari as CMO

    Leverage Edu onboards Zee’s Ambesh Tiwari as CMO

    Mumbai: Study abroad platform Leverage Edu has brought on board Ambesh Tiwari as chief marketing officer. In this new role, Tiwari will lead marketing, branding, growth, and institutional sales for the company.

    The development comes when leverage Edu is rolling out aggressive expansion plans and strengthening its foothold in the global market, primarily the UK and Europe. “We are very confident that Tiwari will lead Leverage Edu and successfully establish our place both nationally and internationally in the growing ed-tech ecosystem,” said Leverage Edu founder and CEO Akshay Chaturvedi on the new appointment. 
    Prior to joining Leverage Edu, Tiwari was associated with Zee Entertainment Enterprises Ltd (ZEEL) where he was director-digital alliances and partnerships. At ZEEL, he was also part of the office of the president- content and international markets, and executive assistant to chief executive officer, domestic broadcast business.

    Previously, Tiwari worked with Viacom18 Media where he led the consumer research for the corporate strategy team. His other stints include companies like Star India and Quizcraft Events.

    “I am excited to join Leverage Edu and share my efforts to create widespread brand awareness while pushing for a very strong growth agenda,” Tiwari said. “Having followed the growth trajectory of Leverage Edu since its inception, I was familiar with the organisation and was impressed with its culture, diversity, people, and especially its entrepreneurial mindset.”

  • RPG group chairman Harsh Goenka supports Zee TV’s Punit Goenka

    RPG group chairman Harsh Goenka supports Zee TV’s Punit Goenka

    MUMBAI: The media has been full of cacophonic noise about the boardroom battle that is going on at Zee Entertainment Enterprises. Some investor groups have lauded the initiative by two of the company’s two main investors to reconstitute the board and oust CEO & managing director Punit Goenka (who represents the promoter family being Subhash Chandra’s son) for failing to professionalise the management and enhancing the shareholder value.

    Institutional Investor Advisory Services founder Anil Singhvi is quite vociferous that Zee is one of the best Indian media companies but needs to be in the hands of a good professional CEO. Speaking to moneycontrol.com he said that the promoter family should also be happy about this. “They have a four per cent stake and already their value has gone up with the share price rising 25-30 per cent on the announcement by the two institutional investors to hold an EGM to move out Goenka and the resignation of the two directors,” he pointed out.

    However, smaller shareholders voiced their confidence in Punit’s ability to get Zee back as a stellar performer during the company’s AGM on 14 September where he explained the initiatives that were underway under his leadership. Punit also reiterated that there were no hidden or shady related third party transactions under his charge as is being alleged.

    There are many in the industry who point out that Punit has definitely brought In professionalism into the company by bringing in executives at the leadership level from companies such as Hindustan Lever, Future, BCCI, and Aditya Birla group and built a good management team.

    Among them is corporate leader Harsh Goenka (chairman of the $3.80 billion RPG group and no relation to Punit). Harsh has come out in support of Punit.

    Late in the evening of 15 September Harsh tweeted: “I just can’t understand why would a large investor try to destabilise a good leader, a good management team, which has a track record to show. If valid reasons were given, it’s different. A dangerous trend! #Zee.”

     

     

    Most of his followers on Twitter seconded his view, while the naysayers said the promoter family had it coming.

    The coming days will decide whether the street and Zee’s investors will have the last word. Or the promoter family.