The Mumbai bench of NCLT, presided by judicial member JV Subba Rao and a technical member Anuradha Sanjay Bhatia, in its order has directed management of ZEEL to hold a shareholders meeting on October 14, 2022 for voting on the proposed scheme of merger.
“Suhail Nathani, Advocate, and failing him, Jeenendra Bhandari, practicing chartered accountant and failing him, Ashish Agarwal, company secretary and compliance officer of the Applicant Company, shall be the chairperson of the aforesaid meeting of the equity shareholders of the Applicant Company,” said the tribunal in its 15-page order.
The order was passed on August 28 but was made available very recently.
The order mentioned that on March 31, 2022 the applicant company (ZEEL) had 10,677 unsecured creditors with an accumulated value of Rs. 1,297 crores.
The counsels for the company had argued that the present scheme (merger) is a composite scheme of arrangement between Zee Entertainment Enterprises, Bangla Entertainment Pvt Ltd and Culver Max Entertainment Pvt Ltd. In the case, Senior Advocate Navroz Seervai along with advocate Prateek Seksaria and Nitesh Jain of Trilegal are representing ZEEL.
Recently, in the month of July, stock exchanges the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) have also approved the proposed merger. However, the broadcasters are yet to receive a formal approval from the Competition Commission of India (CCI).
ZEE and SPN had signed a definitive agreement to merge the two companies on December 22, last year. The proposed merger will see ZEE merging into SPN and, after closing, the merged company will be publicly listed in India.
As per the agreement, ZEE MD & CEO Punit Goenka will lead the merged company as its MD and CEO. The board will have nine directors, of whom the Sony Group will nominate five, while three will be independent.
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