The National Company Law Tribunal (NCLT) has dismissed an attempt by Phantom Studios India (PSIPL), a minor shareholder, to enforce the merger between Zee Entertainment Enterprises (ZEEL) and Sony Group’s subsidiaries, Bangla Entertainment Private Limited (BEPL) and Culver Max Entertainment (CMEPL). The NCLT’s Mumbai bench ruled that PSIPL lacked legal standing to enforce the merger, especially since both companies’ boards had decided to retract the scheme.
The tribunal clarified that PSIPL’s attempt to implement the merger was no longer valid due to the board’s decision to withdraw the merger proposal. At the time of the filing, PSIPL held around 1.3 million shares in ZEEL, valued at approximately Rs 50 crore.
PSIPL argued that the terms of a merger approved by shareholders should not be changed without their consent. However, Sony’s legal counsel countered that PSIPL, as a minor stakeholder, lacked the right to enforce the merger scheme. Additionally, both ZEEL and Sony highlighted that the merger’s approval was conditional, emphasizing that the tribunal has no jurisdiction to enforce a scheme that hadn’t taken full effect.
4o