2 weeks ago
SAT Allows Zee's Rs 3,100 Crore Fundraise; SEBI Ban Continues
Zee is a big TV and entertainment company in India.
The stock market police, called SEBI, said Zee and its boss Punit Goenka could not buy or sell shares for a while.
SEBI thought the company used its land in Hyderabad to help pay for loans to other companies in the same group, without proper approval.
A group of judges called SAT looked at the case.
The judges said Zee could finish selling special new shares to raise about 3,100 crore rupees.
That is a lot of money, like many piggy banks full of coins.
But the rest of the ban is still there for now, so Zee must wait before it can trade freely again.
Zee also has to pay the full penalty money within one week.
Most of the company's shareholders voted yes to the share sale.
The judges believe the new money could help the people who own parts of the company.
SAT granted partial relief, allowing Zee Entertainment to complete its preferential warrant issue to promoter-group entity Sunbright Mauritius Investments while SEBI's two-month market ban on the company stays in place.
The relief is conditional on Zee and CEO Punit Goenka depositing the full SEBI penalty within one week, with SEBI keeping the funds in an interest-bearing account.
SEBI had barred Zee for two months and Punit Goenka and Subhash Chandra for 12 months each, with penalties, over the alleged use of Zee's Hyderabad property as collateral for loans to promoter-linked entities.
SAT extended the warrant-issuance deadline by one week from August 14.
Zee said 76.64 percent of its public shareholders approved the preferential warrant issue at an extraordinary general meeting; the tribunal noted public investors hold around 96 percent of the company.
- Who
- Zee Entertainment Enterprises Limited, CEO Punit Goenka, Subhash Chandra, the Securities Appellate Tribunal (SAT), and the Securities and Exchange Board of India (SEBI)
- What
- SAT allowed Zee to complete its Rs 3,100 crore preferential warrant issue to promoter-group entity Sunbright Mauritius Investments while keeping SEBI's two-month market ban intact
- Where
- Mumbai, where the tribunal ruled; the disputed property is in Hyderabad
- When
- The SAT ruling came on Friday; SEBI's order was passed on July 31; the warrant deadline was extended by one week from August 14
- Why
- The dispute stems from SEBI's allegation that Zee's Hyderabad property was used as collateral for loans to promoter-linked entities without board or shareholder approval
SEBI's Position
Zee and Goenka's Position
Market ban
SEBI's Position
SEBI barred Zee for two months and Goenka and Subhash Chandra for a year each, arguing that debarment serves as deterrence, prevention and punishment, and that the company acted against shareholder interests.
Zee and Goenka's Position
Zee's counsel argued the order severely prejudiced the company's capital-raising plans and that Zee itself had not been charged with fraudulent market activity; SAT granted only limited relief to complete the warrant issue while the wider ban continues.
Timing of the fundraise
SEBI's Position
SEBI argued the capital raise could be undertaken once the two-month restriction expired and defended the restriction's rationale.
Zee and Goenka's Position
Zee argued shareholders approved the fundraise on July 31, the same day SEBI passed its order, and the preferential issue was subject to a strict 15-day completion window; a delay could force a recalculation of the issue price because of valuation changes.
Benefit to shareholders
SEBI's Position
SEBI opposed interim relief, arguing that the company had acted against shareholder interests.
Zee and Goenka's Position
Zee and Goenka argued 76.64 percent of public shareholders approved the issue, public investors hold around 96 percent of the company, and the capital would directly benefit Zee and its investors.
Key facts
- Company
- Zee Entertainment Enterprises Limited
- Capital raise amount
- Rs 3,100 crore (one report cites Rs 3,143.5 crore)
- Warrant purchaser
- Sunbright Mauritius Investments, a promoter-group entity
- SEBI ban
- Zee barred for two months; Punit Goenka and Subhash Chandra barred for 12 months
- Penalties
- Rs 30 lakh on Zee, Rs 58 lakh on Goenka, Rs 60 lakh on Subhash Chandra
- Relief condition
- Full penalty deposited within one week; SEBI holds funds in an interest-bearing account
- Shareholder approval
- 76.64 percent of public shareholders at an extraordinary general meeting
- New warrant deadline
- One week from August 14
Sources
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