NCLT Clears $10 Billion Mega-Merger Between Zee and Sony

The National Company Law Tribunal (NCLT) has granted approval for the merger of Zee Entertainment Enterprises, India’s domestic entertainment company, with Culver Max Entertainment (formerly known as Sony Pictures Networks India or SPNI).

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The official order regarding this approval will be made available on the NCLT website by August 11th. The decision was announced after the bench had reserved its order on July 10th.

More About the News

During the announcement of the order, the bench led by Justice HV Subba Rao and member Madhu Sinha provided approval to the merger scheme and dismissed objections raised by several lenders, including Axis Finance, JC Flowers Asset Reconstruction Co, IDBI Bank, Imax Corp, and IDBI Trusteeship.

With this favorable decision, the two companies are anticipated to commence the integration process in the early part of the following week.
Zee Entertainment Enterprises will have a 30-day window to file with the registrar of companies.
Following this, the company’s shares will be delisted from the stock exchanges, and the merged entity is projected to be relisted within six weeks.

While no official statement has been released by the two companies regarding the anticipated completion date of the merger, experts in the field of mergers and acquisitions suggest that the process should be finalized by around mid-November.

Head of the New Merged Entity

In the meantime, ZEE will be awaiting a favorable decision from the markets regulatory body, the Securities and Exchange Board of India (SEBI), which had previously prohibited Punit Goenka, the company’s MD and CEO, from holding any significant managerial role in any listed company.

A condition of the merger involves Punit Goenka continuing to serve as the MD and CEO of the newly merged entity.

Interestingly, following an order from the Securities Appellate Tribunal, the chairperson of SEBI listened to Goenka’s response regarding the ex-parte order issued by the regulator on July 12. The final decision from SEBI regarding this matter is expected to be issued on Monday, August 14. If Goenka receives relief from SEBI, it will ensure his position as the MD and CEO of the second-largest entertainment network in the country.

About The National Company Law Tribunal (NCLT)

The National Company Law Tribunal (NCLT) is a quasi-judicial body established under the Companies Act, 2013.

The NCLT was established in 2013, as part of the Companies Act, 2013.
The objective of establishing NCLT was to provide a specialized forum for the speedy disposal of company law matters.
It was also envisaged that the NCLT would be more efficient and effective than the High Courts in dealing with company law matters.

The NCLT has benches in all major cities in India. The benches are headed by a Judicial Member and a Technical Member. The Judicial Member is a qualified lawyer, while the Technical Member is a qualified chartered accountant or company secretary.

Responsibilities

Insolvency and bankruptcy of companies: The NCLT hears and decides cases related to the insolvency and bankruptcy of companies. This includes cases related to the liquidation of companies, the appointment of liquidators, and the distribution of assets to creditors.
Corporate governance: The NCLT hears and decides cases related to corporate governance. This includes cases related to the appointment and removal of directors, the conduct of board meetings, and the disclosure of information to shareholders.
Competition law: The NCLT hears and decides cases related to competition law. This includes cases related to anti-competitive practices, such as price fixing and market allocation.
Winding up of companies: The NCLT hears and decides cases related to the winding up of companies. This includes cases related to the appointment of liquidators, the distribution of assets to creditors, and the dissolution of the company.

The NCLT is an important institution in the Indian corporate law system. It plays a vital role in protecting the interests of shareholders, creditors, and other stakeholders. It also helps to ensure that companies are managed in a transparent and accountable manner.

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