NCLAT to hear Zee Entertainment's plea over merger approval today

The National Company Law Appellate Tribunal (NCLAT) will be hearing Friday Zee Entertainment's petition against the NCLT order, directing bourses NSE and BSE to reconsider their approval for its merger with Culver Max Entertainment.

A two-member NCLAT bench on Thursday directed the counsel appearing for Zee Entertainment Enterprise Ltd (ZEEL) to remove defects in the petition and directed them to list the matter for Friday.

The appellate tribunal was hearing the appeal filed by ZEEL against the order passed by the Mumbai bench of the National Company Law Tribunal (NCLT) on May 11, 2023.

The NCLT had directed NSE and BSE to reconsider their prior approvals for the merger of ZEEL and Culver Max Entertainment (earlier known as Sony Pictures Networks India). It had also asked the bourses to reassess the non-compete fee under the clause of the merger.

The said order was challenged by ZEEL before the appellate tribunal, contending that it was not granted the adequate opportunity by the NCLT to present its side and it didn’t follow the principles of natural justice.

Moreover, it also contended that the NCLT doesn’t have jurisdiction over non-compete issues.

As per the scheme of the arrangement, Sony will indirectly hold 50.86% of the combined company. The founder of Zee will own around 4% rest will be with the other shareholders of ZEEL.

Moreover, Sony Group will also pay a non-compete fee of Rs 1,100 crore to the Essel Group promoters.

Earlier this month, Japanese conglomerate Sony Group Corporation Chairman and CEO Kenichiro Yoshida said he expects the merger to be complete within the first half of this fiscal.

In September 2021, Sony Pictures Networks India and ZEEL entered into a non-binding term sheet to bring together their linear networks, digital assets, production operations and programme libraries.

The combined entity will own over 70 TV channels, two video streaming services (ZEE5 and Sony LIV) and two film studios (Zee Studios and Sony Pictures Films India), making it the largest entertainment network in India.

Shareholders of ZEEL had given their ascent to the merger last year in October weeks after the fair trade regulator Competition Commission of India gave its conditional nod with some modifications.

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