NCLT rejects shareholder plea on Zee-Sony merger: ET

The National Company Law Tribunal (NCLT) recently dismissed an application by Phantom Studios India (PSIPL) that aimed to implement the merger between Zee Entertainment Enterprises (ZEEL) and Sony Group’s Bangla Entertainment Private (BEPL) and Culver Max Entertainment (CMEPL), as reported by The Economic Times.

The Mumbai bench of the bankruptcy court determined that a minor shareholder’s attempt to enforce the merger scheme is no longer valid. The tribunal noted that the shareholder’s enforcement rights ceased following the boards' decision to retract the scheme, despite his small stake.

At the time of the tribunal filing, the company held approximately 1.3 million shares in Zee Entertainment, valued at roughly Rs 50 crore.

PSIPL argued that once shareholders approve a merger scheme, its core terms cannot be altered without their consent. In response, Sony’s legal team argued that PSIPL, as a third party, lacked the standing to file the application.

The companies further contended that the tribunal lacked authority to enforce a scheme that had not yet come into effect, emphasising that the scheme's approval was conditional.