Zee-Sony Merger Approved by NCLT, Paving Way For Creation of  Billion Media Company

The National Company Law Tribunal (NCLT) on Thursday approved the merger of Zee Entertainment Enterprises and Culver Max Entertainment (formerly known as Sony Pictures Networks India).

The order by Mumbai judges led by HV Subba Rao and Madhu Sinha will pave the way for the creation of India’s largest media company worth $10 billion (Rs 827 billion).

The tribunal also dismissed all objections to the merger.

NCLT reserved its order for the merger on July 11 after hearing objections from several creditors.

It heard arguments from creditors including Axis Finance, JC Flower Asset Reconstruction, IDBI Bank, Imax and IDBI Trusteeship.

In December 2021, Zee Entertainment and Sony Pictures agreed to combine their businesses.

The two media companies have sought court approval for the merger after receiving clearances from the National Stock Exchange, the Bombay Stock Exchange and sectoral regulators including the Competition Commission of India and the Securities and Exchange Board of India.

However, the proceedings were halted at the arbitral tribunal due to objections from some creditors. Several of Ethel’s creditors objected to the non-compete clause added to the plan.

NSE and BSE have notified NCLT Mumbai judges of two orders related to Essel Group entities for the alleged transfer of funds from listed entities by promoters for the benefit of their associated entities.

This also includes an order from the Securities Appeals Tribunal (SAT) against Punit Goenka barring him from holding directorships in any public company.

The SAT has upheld the Securities and Exchange Board of India (Sebi) interim order restricting Zee Entertainment promoters Subhash Chandra and Punit Goenka from holding board positions in listed companies for one year, citing alleged fund transfers.

According to creditors opposed to the merger, the order has immediate implications because one of the components of the merger plan is the appointment of Goenka as managing director of the merged entity.

They argued that the merger should not proceed because regulators have barred Goenka from holding such a position.


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