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SEBI bars Zee, Punit Goenka and Subhash Chandra over Hyderabad land pledge case

SEBI bars Zee, Punit Goenka and Subhash Chandra over Hyderabad land pledge case
Source:afaqs

The Securities and Exchange Board of India (SEBI) has penalised Zee Entertainment Enterprises (ZEEL), Managing Director and CEO Punit Goenka, and Founder-Chairman Emeritus Subhash Chandra for violations related to the unauthorised pledge of the broadcaster's Hyderabad land to secure loans for promoter-linked entities. In a final order issued on Friday, SEBI imposed cumulative penalties of Rs 1.48 crore on the three parties and barred Goenka and Chandra from accessing the securities market for one year. ZEEL has been prohibited from accessing the securities market for two months. The regulator imposed individual penalties of Rs 60 lakh on Chandra, Rs 58 lakh on Goenka and Rs 30 lakh on ZEEL. The case stems from a Deposit and Declaration Agreement (D&A) executed on December 27, 2018, under which the original title deeds of ZEEL's Hyderabad property were handed over to Indiabulls Housing Finance Ltd (IHFL) as collateral for loans availed by Essel Home and other promoter-linked Essel Group entities. SEBI's investigation was triggered after irregularities involving missing title deeds of ZEEL's properties came to light. During the probe, the regulator found that land owned by ZEEL had been deployed as security for loans raised by promoter-linked entities without the knowledge or approval of the company's board of directors or audit committee. According to SEBI, the arrangement was also not disclosed to shareholders or investors, depriving them of material information about the company's assets. The regulator held that the deployment of ZEEL's property constituted a related-party transaction and that the company had failed to obtain prior approval from its audit committee, in violation of the Listing Obligations and Disclosure Requirements (LODR) Regulations. SEBI observed that the assets of a listed company are held in trust for all shareholders and cannot be used for the benefit of promoter-controlled entities without appropriate corporate approvals and governance safeguards. It concluded that the unauthorised encumbrance of ZEEL's assets amounted to a fraudulent device that prejudiced investor interests and violated provisions of the SEBI Act as well as the Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations. Responding to the order, ZEEL said it is seeking legal advice and may challenge SEBI's decision before the Securities Appellate Tribunal (SAT). The company, however, maintained that the regulator's action has no direct impact on its proposed Rs 2,300-crore fundraising exercise. "The company is in receipt of the order issued by SEBI and is seeking advice from legal experts on the same. The company firmly believes that the order from SEBI has no direct bearing on the fundraising exercise," a ZEEL spokesperson said. The spokesperson added that the company had already secured regulatory approvals from the stock exchanges and shareholders for the fundraising plan. "The company would like to clarify that pursuant to the regulatory approvals received from the stock exchanges and from its esteemed shareholders at the Extraordinary General Meeting conducted on 31st July 2026, it will further take all required steps to successfully complete the fund-raising exercise, which is aimed at strengthening its financial foundation, and will also continue to work towards creating value for its stakeholders," the spokesperson said. The company also indicated that it would pursue legal remedies against the allegations. "With regard to the allegations levied against the company and its promoters, the required measures in accordance with the law will be taken to protect the interest of all stakeholders," the spokesperson added. The order is the latest in a series of regulatory actions involving Zee Entertainment and its promoters. Over the past few years, SEBI has investigated multiple allegations relating to fund diversion, related-party transactions and corporate governance lapses at the broadcaster. While some proceedings have resulted in interim and confirmatory orders, others continue under separate legal processes.

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