Zeel issues clarification regarding resignation of 3 directors

No action on large outstanding from Dish TV and Siti Cable is one of them.

MUMBAI: Zee Entertainment Enterprises Ltd (ZEEL) announced on Monday that independent directors Neharika Vora and Sunil Sharma along with non-independent director Subodh Kumar resigned and three new independent directors - R Gopalan, Surendra Singh and Aparajita Jain have been appointed. On the request of the Bombay Stock exchange (BSE) Zeel disclosed the reasons for the resignation.

Irregularities in CSR spending, film advances worth Rs 2,200 crore, appropriation of Zee Entertainment's fixed deposits worth Rs 200 crore by a bank have been cited as reasons for the resignation of two of the directors along with others.

“The board of directors have noted that all of the issues raised by the resigning directors have been duly discussed, deliberated and acted upon from time to time in the previous committee/ board meetings in which the said directors were also present,” ZEEL said in a statement.

The company said Sunil Sharma (Independent Director) in his resignation letter dated 24 November has informed that subsequent to sale of shares by the promoter group, and reconstitution of the board, he tendered his resignation. But at the same time, Subodh Kumar and Neharika Vora flagged several issues.

Here are the reasons and Zeel’s comment on the issue.

Film advances given in 2018-19 to the tune of Rs 2200 crores have been cited as the first reason. Zeel commented that the information has already been disclosed annual Report and clarified in various investor interactions.

Lack of legal action by management when a scheduled bank had appropriated Rs 200 crore of the company's fixed deposits towards promoter loans has been cited as another reason. “Issues pertaining to the wrongful revocation of the bank guarantee stand resolved with the Company having being secured by the promoter companies and appropriate legal notices were sent to the bank at the relevant time,” Zeel commented on the issue.

Another reason was alleged laxity in spending CSR funds given to a related party foundation or trust. Zeel clarified that the CSR funds have been allocated in compliance with the law and necessary certification has been obtained.

The directors also raised the issue that the scheduled bank wrote to all directors in October 2019 that a subsidiary of Zeel had guaranteed the repayment of certain loan given to a related party.  “The company has a legal opinion to state that the Company is not liable and in any event there has been no enforcement of the 'guarantee' by the bank, other than to write letters, including to all the directors,” Zeel commented on the issue.

“A letter received from a PMS entity holding preference shares of the company raising questions regarding build up of related party balances and advances for content acquisition”- has been cited as one of the reasons. According to Zeel, audit of the issues pertaining to related party transactions and advances is underway by auditors.

The issue of non implementation of certain decision of the board meeting held on 17 October relating to treasury operations has also been flagged by the directors. Against this concern, Zeel said that the company is exploring options to withdraw these deposits in a phased manner without effecting the long term relationship with these banks.No action on large outstanding from DTH operator Dish TV and MSO Siti Cable for the content supplied by Zeel has been mentioned as one of the reasons for resignation. As per Zeel’s filing in the exchange, the same has been secured by a definitive plan and the situation is being strictly monitored as instructed by the board.

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