Zee Entertainment.
| Photo Credit: Reuters

Zee Entertainment Enterprises Ltd (ZEEL) on Thursday (January 23, 2025) reported a nearly three-fold jump in consolidated net profit at ₹163.6 crore for December quarter FY25, helped by lower expenses, specially operational costs.

The company had posted a profit of ₹58.5 crore for the year-ago period, ZEEL said in a regulatory filing.

Revenue from operations in the quarter under review was at ₹940.6 crore as compared to ₹1,027.4 crore in the year-ago period, it added.

Total expenses declined to ₹1,734.7 crore from ₹1,931.1 crore in the same period a year ago. Operational cost was lower at ₹996.8 crore as against ₹1,187.6 crore, the company said.

In an investor presentation, ZEEL said profitability was driven by effective cost management.

The company further said revenue growth during the quarter was impacted due to delay in the renewal of a B2B deal but renewal discussions are underway.

Advertising revenue for the quarter declined by 8% year-on-year due to sluggish festive season, the company said adding sustained consumption slowdown is resulting in lower FMCG advertising spending.

Zee Group Chairman Subhash Chandra’s son Punit Goenka.
| Photo Credit: PTI

The shareholders of Zee Entertainment have rejected a proposal for the reappointment of Punit Goenka as director, according to a regulatory filing by the company.

The filing by Zee Entertainment Enterprises Ltd (ZEEL) stated that the resolution for the reappointment of Mr. Goenka was defeated in the annual general meeting (AGM) of the company.

Resolution number three in the AGM, which proposed the reappointment of Mr. Goenka as director, was supported by only 49.54% of the total number of votes cast while 50.4% voted against the resolution.

“Resolution No. 3 [Goenka’s reappointment] failed to get the requisite majority of votes as required under the provisions of the Companies Act, 2013, and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015,” ZEEL said.

This is a major setback for Mr. Goenka who is currently the CEO of the company. Several proxy firms had earlier advised the shareholders to vote against resolution number three.

However, the three other resolutions for adopting the financial statement for FY’24, declaring a dividend, and ratification of remuneration to cost auditors were passed.

“Except for resolution number three, all the aforesaid resolutions were passed with requisite majority,” it said.

The Companies Act, 2013, mandates a simple majority of (50% plus one) votes to pass an ordinary resolution at an annual general meeting.

Earlier this month Punit Goenka, had resigned from the post of managing director of ZEEL. However, he continued as CEO of the media and entertainment major. He had also withdrawn himself from reappointment for the said post in the AGM.

While sharing Mr. Goenka’s resignation letter to exchanges last week, Zee Entertainment said he is “withdrawing his consent for his re-appointment as managing director of the company as proposed in the notice of the ensuing annual general meeting”.

On October 18, the board of ZEEL approved the proposal for Mr. Goenka’s reappointment for a five-year term, effective from January 1, 2025, to December 31, 2029.

ZEEL has, on account of Culver Max’s and BEPL’s breaches under the Merger Cooperation agreement, terminated the MCA by issuing a letter dated May 23, 2024. 
| Photo Credit: Reuters

Zee Entertainment Enterprises has sought a termination fee of $90 million (around ₹748.7 crore) from the Sony Group for calling off the $10 billion merger deal in January this year.

It has sought termination fees from two Sony Group entities — Sony Pictures Networks India (SPNI), now known as Culver Max Entertainment, and Bangla Entertainment (BEPL), according to a regulatory filing from Zee Entertainment Enterprises Limited (ZEEL) on May 24.

ZEEL has, on account of Culver Max’s and BEPL’s breaches under the Merger Cooperation agreement (MCA), terminated the MCA by issuing a letter dated May 23, 2024. “The company has sought a termination fee from Culver Max and BEPL under the provisions of the MCA,” it said.

“Culver Max and BEPL have failed to comply with their obligations under the MCA. Therefore, the company has terminated the MCA and called upon Culver Max and BEPL to pay the termination fee i.e. the aggregate amount equal to $90 million in accordance with the MCA,” it said.

Earlier on January 22, 2024, Sony Group Corporation (SGC) had said that ZEEL did not satisfy the merger conditions and initiated arbitration proceedings before the Singapore International Arbitration Centre (SIAC) claiming $90 million as termination fee.

This was contested by ZEEL before the SIAC, which denied any interim relief to the Sony group against the Indian broadcaster. ZEEL had moved the National Company Law Tribunal seeking implementation of the proposed merger and later withdrew its plea.

“We hereby wish to inform you that the company has, on account of Culver Max’s and BEPL’s breaches under the MCA, terminated the MCA by issuing a letter dated May 23, 2024, and sought a termination fee from Culver Max and BEPL in accordance with the provisions of the MCA,” the filing said. ZEEL and SPNI had entered into an agreement to merge on December 22, 2021.

On August 10, 2023 the Mumbai Bench of NCLT approved the scheme of merger of ZEEL with Sony group entities Culver Max Entertainment and BEPL, which could have created a $10 billion media entity.

However, two years after that Sony Corporation announced the termination of the agreement on January 22, 2024.

New Delhi:

Courts should not grant ex-parte injunctions against publication of a news article barring in exceptional cases as it may have severe ramifications for the right to freedom of speech of the author and the public’s right to know, the Supreme Court has said.

Setting aside a trial court’s order directing international media group Bloomberg to take down an allegedly defamatory news article against Zee Entertainment, the top court said injunctions against the publication of material should be granted only after a full fledged trial.

“The grant of a pre-trial injunction against the publication of an article may have severe ramifications on the right to freedom of speech of the author and the public’s right to know,” a three-judge bench headed by Chief Justice D Y Chandrachud said.

The bench, also comprising Justices Justices J B Pardiwala and Manoj Misra, said an injunction, particularly ex-parte, should not be granted without establishing that the content sought to be restricted is “malicious” or “palpably false”.

“Granting interim injunctions, before the trial commences, in a cavalier manner results in the stifling of public debate….In other words, courts should not grant ex-parte injunctions except in exceptional cases where the defence advanced by the respondent would undoubtedly fail at trial,” the bench said. The SC said grant of an interim injunction, before the trial commences, often acts as a “death sentence” to the material sought to be published well before the allegations have been proven.

“While granting ad-interim injunctions in defamation suits, the potential of using prolonged litigation to prevent free speech and public participation must also be kept in mind by courts,” it said.

The top court was hearing a plea filed by Bloomberg against the March 14 order of the Delhi High Court, which dismissed its appeal against the trail court order.

The apex court said the error committed by the trial judge had been perpetuated by the high court and the order of the trial judge does not discuss the prima facie strength of the plaintiff’s case, nor does it deal with the balance of convenience or the irreparable hardship that is caused.

The trial judge needed to have analysed why such an ex parte injunction was essential, after setting out the factual basis and the contentions of the respondent made before the trial judge, it said.

This being a case of an injunction granted in defamation proceedings against a media platform, the impact of the injunction on the constitutionally protected right of free speech further warranted intervention, the bench added.

“The error committed by the trial judge had been perpetuated by the high court. Merely recording that a prima-facie case exists for a grant of injunction, the balance of convenience lies in Zee’s favour and that an irreparable injury would be caused would not amount to application of mind in the case,” the bench, also comprising Justices J B Pardiwala and Manoj Misra, said while granting liberty to Zee to approach the trial court afresh with its prayer seeking injunction.

The apex court clarified that the above segment of the judgment and order may not be construed as a comment on the merits of the present case and the purpose of the above segment is to provide the broad parameters to be kept in mind while hearing the application for an interim injunction.

Reacting on the apex court order, Bloomberg News spokesperson had said, “We are very encouraged by today’s decision from the Supreme Court of India, and we continue to stand by this story.” Justice Shalinder Kaur of the high court had said there was no ground to interfere with the ex-parte interim order passed by the Additional District Judge (ADJ) on the lawsuit by Zee Entertainment Enterprises Limited over the article published on February 21, and ordered Bloomberg to comply with the direction in three days.

On March 1, the ADJ had directed Bloomberg to take down the allegedly defamatory article within a week, saying Zee had established a “prima facie case for passing ad-interim ex-parte orders of injunction”.

The ADJ had said the balance of convenience is in Zee’s favour and irreparable loss and injury might be caused to the company if the injunction was not granted.

The appellant contended before the high court that the lawsuit was intended to intimidate and silence their right to free and fair speech.

It was also claimed that the ADJ did not give the portal an opportunity to place before it several other articles published prior in time and was denied a right to establish their case.

(Except for the headline, this story has not been edited by NDTV staff and is published from a syndicated feed.)