The National Company Law Tribunal (NCLT) on Tuesday admitted a fresh petition filed by a Zee Entertainment Enterprises Ltd shareholder seeking enforcement of the now-cancelled merger deal between ZEEL and Sony.

Zee-Sony

Photograph: Dado Ruvic/Reuters

The Mumbai bench of NCLT also directed Sony Pictures Network India, now known as Culver Max, to file a reply within three weeks and fixed the next date of hearing on March 12.

On January 21, Sony Group Corp (SGC), the Japanese parent company of Sony Picture Network India (SPNI) and BEPL, announced the termination of the $10 billion merger agreement with ZEEL, while seeking $90 million for breach of conditions besides initiating arbitration.

 

The latest NCLT notice came on a petition filed by Mad Men Film Ventures, a shareholder of ZEEL.

Mad Men Film Ventures earlier sent an application requesting both ZEEL and Sony to implement the merger deal as it was approved by the NCLT in August 2023.

Shyam Kapadia, counsel to the ZEEL shareholder, informed the tribunal that his client had sent the application to Sony on December 5, 2023.

However, Sony has not yet filed a response, he said.

“From media reports it appears that there was a dispute between ZEE and Sony on who would lead the resulting company post the merger, even though the scheme of arrangement (merger) clarified who would head the merger,” he said.

Darius Khambata, who represented Sony, urged the tribunal to dismiss the Mad Men Film Ventures’ plea saying that it was not maintainable.

“It is crystal clear, not only from the application, but also from the affidavit we received yesterday from the shareholder, that he was nothing but a proxy for ZEE,” he argued.

One of the main clauses of the scheme of arrangement states that the merger was conditional upon the satisfaction of certain conditions precedent in a separate contract between Zee and Sony, he said.

“The scheme is entirely a conditional one and expressly some of the conditions have not been met,” Khambata said.

The tribunal rejected his arguments and fixed the next date of hearing on March 12.



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