11
Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset Edelweiss Securities Limited KEY DATA Rating BUY Sector relative Outperformer Price (INR) 250 12 month price target (INR) 343 Market cap (INR bn/USD bn) 179/2.4 Free float/Foreign ownership (%) 96.0/66.2 What’s Changed Target Price Rating/Risk Rating INVESTMENT METRICS Prospects improving; still a volatile story Large institutional shareholders have called for a revamp of ZEEL’s board. In our view, with promoters holding just 3.99% in ZEE and the stock languishing, it was only a matter of time before the board was revamped. In this report, we list the key items to watch out for, provide a peek into the profiles of directors proposed and recount the series of events that led to this turn in ZEEL’s saga. A few days ago, a similar set of events took place at Dish TV. Major investors in ZEEL demanded the removal of Mr. Punit Goenka, current MD, from the board and appointment of six new directors thereof. Maintain ‘BUY’ on ZEE as it is an unlock play and likely to recoup market share while board-related concerns get addressed. FINANCIALS (INR mn) Year to March FY21A FY22E FY23E FY24E Revenue 77,299 86,100 92,961 1,00,538 EBITDA 17,901 21,043 25,066 26,620 Adjusted profit 4,641 14,641 18,266 20,179 Diluted EPS (INR) 7.7 14.9 19.0 21.0 EPS growth (%) 143.6 94.1 27.4 10.5 RoAE (%) 4.8 13.8 15.5 15.3 P/E (x) 25.6 13.2 10.3 9.4 EV/EBITDA (x) 10.0 8.2 6.3 5.6 Dividend yield (%) 0.3 1.6 2.4 2.7 PRICE PERFORMANCE Key events to watch out for A few days ago, Yes Bank, the largest shareholder of Dish TV, demanded the removal of the MD and other independent directors. The key event to watch out for in ZEE will be the developments at its EGM. We understand the Board needs to hold an EGM within 21 days of the receipt of the requisition. Else, investors themselves can call an EGM in 45 days. And we also understand that simple majority might be enough for approval of these resolutions at the EGM. We await for more clarity. Meanwhile, all eyes are on whether Mr. Goenka continues as CEO or leadership transition happens. How the plot unravelled: Recounting the series of events In Jul-19, Invesco had signed a deal with ZEE promoters to acquire up to 11% of the company for INR4,2240mn at INR400 per share. Invesco has been a financial investor in ZEE since 2002 and owned a 7.7% stake in the company before 2019. Presently Invesco Developing Markets Fund and other investors have called an EGM in a letter to the board of directors, to pass an ordinary resolution on the following: i) removal of Mr. Punit Goenka; and ii) appointment of Mr. Surendra Singh Sirohi, Ms. Naina Krishna Murty, Mr. Rohan Dhamija, Ms. Aruna Sharma, Mr. Srinivasa Rao Addepalli and Mr. Gaurav Mehta as independent directors. Explore: Outlook: Unlock play and market share recovery, ‘BUY’ As a company, ZEEL has stepped up over the past few years, via improved disclosure norms and by addressing some key investor concerns like defocussing on Sugarbox investment and focusing on building a strong content library, ramping up OTT operations and aggressively pricing its offerings. Since the promoter stake fell below 4%, the board has been held to strong performance standards by institutional investors, which now hold a major stake. The stock is likely to stay volatile given uncertainty around leadership and disruption in media. Longer term, corporate governance standards would improve. We expect strong recovery in ad spends industry-wide with FMCG companies ramping up marketing given upcoming festive period. Improving mobility should help recovery in ad spends across sectors as we move into H2FY22; retain ‘BUY’ (TP: INR343). 10 50 90 130 170 Sales Growth (%) EPS Growth (%) RoE (%) PE (x) Media Z IN Equity 36,000 40,600 45,200 49,800 54,400 59,000 150 170 190 210 230 250 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Z IN Equity Sensex India Equity Research Media September 14, 2021 ZEE ENTERTAINMENT COMPANY UPDATE Abneesh Roy Amritasai Sista +91 (22) 6620 3141 [email protected] [email protected] Corporate access Financial model Podcast Video

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Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset Edelweiss Securities Limited

KEY DATA

Rating BUY Sector relative Outperformer Price (INR) 250 12 month price target (INR) 343 Market cap (INR bn/USD bn) 179/2.4 Free float/Foreign ownership (%) 96.0/66.2

What’s Changed

Target Price ⚊

Rating/Risk Rating ⚊

INVESTMENT METRICS

Prospects improving; still a volatile story

Large institutional shareholders have called for a revamp of ZEEL’s board. In our view, with promoters holding just 3.99% in ZEE and the stock languishing, it was only a matter of time before the board was revamped. In this report, we list the key items to watch out for, provide a peek into the profiles of directors proposed and recount the series of events that led to this turn in ZEEL’s saga.

A few days ago, a similar set of events took place at Dish TV. Major investors in ZEEL demanded the removal of Mr. Punit Goenka, current MD, from the board and appointment of six new directors thereof. Maintain ‘BUY’ on ZEE as it is an unlock play and likely to recoup market share while board-related concerns get addressed.

FINANCIALS (INR mn)

Year to March FY21A FY22E FY23E FY24E

Revenue 77,299 86,100 92,961 1,00,538

EBITDA 17,901 21,043 25,066 26,620

Adjusted profit 4,641 14,641 18,266 20,179

Diluted EPS (INR) 7.7 14.9 19.0 21.0

EPS growth (%) 143.6 94.1 27.4 10.5

RoAE (%) 4.8 13.8 15.5 15.3

P/E (x) 25.6 13.2 10.3 9.4

EV/EBITDA (x) 10.0 8.2 6.3 5.6

Dividend yield (%) 0.3 1.6 2.4 2.7

PRICE PERFORMANCE

Key events to watch out for

A few days ago, Yes Bank, the largest shareholder of Dish TV, demanded the removal

of the MD and other independent directors. The key event to watch out for in ZEE

will be the developments at its EGM. We understand the Board needs to hold an

EGM within 21 days of the receipt of the requisition. Else, investors themselves can

call an EGM in 45 days. And we also understand that simple majority might be

enough for approval of these resolutions at the EGM. We await for more clarity.

Meanwhile, all eyes are on whether Mr. Goenka continues as CEO or leadership

transition happens.

How the plot unravelled: Recounting the series of events

In Jul-19, Invesco had signed a deal with ZEE promoters to acquire up to 11% of the

company for INR4,2240mn at INR400 per share. Invesco has been a financial investor

in ZEE since 2002 and owned a 7.7% stake in the company before 2019. Presently

Invesco Developing Markets Fund and other investors have called an EGM in a letter

to the board of directors, to pass an ordinary resolution on the following: i) removal

of Mr. Punit Goenka; and ii) appointment of Mr. Surendra Singh Sirohi, Ms. Naina

Krishna Murty, Mr. Rohan Dhamija, Ms. Aruna Sharma, Mr. Srinivasa Rao Addepalli

and Mr. Gaurav Mehta as independent directors.

Explore:

Outlook: Unlock play and market share recovery, ‘BUY’

As a company, ZEEL has stepped up over the past few years, via improved disclosure

norms and by addressing some key investor concerns like defocussing on Sugarbox

investment and focusing on building a strong content library, ramping up OTT

operations and aggressively pricing its offerings. Since the promoter stake fell below

4%, the board has been held to strong performance standards by institutional

investors, which now hold a major stake.

The stock is likely to stay volatile given uncertainty around leadership and disruption

in media. Longer term, corporate governance standards would improve. We expect

strong recovery in ad spends industry-wide with FMCG companies ramping up

marketing given upcoming festive period. Improving mobility should help recovery

in ad spends across sectors as we move into H2FY22; retain ‘BUY’ (TP: INR343).

10

50

90

130

170

Sales Growth(%)

EPS Growth(%)

RoE(%)

PE(x)

Media Z IN Equity

36,000

40,600

45,200

49,800

54,400

59,000

150

170

190

210

230

250

Sep-20 Dec-20 Mar-21 Jun-21 Sep-21

Z IN Equity Sensex

India Equity Research Media September 14, 2021

ZEE ENTERTAINMENT COMPANY UPDATE

Abneesh Roy Amritasai Sista +91 (22) 6620 3141 [email protected] [email protected]

Corporate access

Financial model Podcast

Video

ZEE ENTERTAINMENT

Edelweiss Securities Limited

2 Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset

Financial Statements

Income Statement (INR mn) Year to March FY21A FY22E FY23E FY24E

Total operating income 77,299 86,100 92,961 1,00,538

Gross profit 39,795 45,595 51,241 55,063

Employee costs 8,183 8,510 8,851 9,559

Other expenses 13,710 16,041 17,324 18,884

EBITDA 17,901 21,043 25,066 26,620

Depreciation 2,687 2,772 3,014 3,256

Less: Interest expense 571 515 320 320

Add: Other income 1,104 1,850 2,720 3,965

Profit before tax 12,519 19,606 24,452 27,010

Prov for tax 4,625 4,941 6,162 6,806

Less: Other adj (24) (24) (24) (24)

Reported profit 7,870 14,641 18,266 20,179

Less: Excp.item (net) (3,229) 0 0 0

Adjusted profit 4,641 14,641 18,266 20,179

Diluted shares o/s 961 961 961 961

Adjusted diluted EPS 7.7 14.9 19.0 21.0

DPS (INR) 0.6 3.0 4.8 5.3

Tax rate (%) 36.9 25.2 25.2 25.2

Important Ratios (%) Year to March FY21A FY22E FY23E FY24E

Ad revenue growth (%) (20.4) 22.0 12.0 12.0

Subscription growth (%) 12.3 6.0 4.0 4.0

Dom. sub growth (%) 11.3 6.0 4.0 4.0

EBITDA margin (%) 23.2 24.4 27.0 26.5

Net profit margin (%) 6.0 17.0 19.6 20.1

Revenue growth (% YoY) (4.9) 11.4 8.0 8.2

EBITDA growth (% YoY) 9.5 17.6 19.1 6.2

Adj. profit growth (%) nm 215.5 24.8 10.5

Assumptions (%) Year to March FY21A FY22E FY23E FY24E

GDP (YoY %) (4.0) 7.0 6.0 6.0

Repo rate (%) 3.0 3.5 4.0 4.0

USD/INR (average) 75.0 73.0 72.0 72.0

Direct cost (% of sales) 47.8 47.0 44.9 45.2

Employee cost (%) 10.4 9.9 9.5 9.5

SG&A expense (%) 17.5 18.6 18.6 18.8

Debtors days 110.0 90.0 85.0 85.0

Inventory days 330.0 360.0 350.0 350.0

Payable days 140.0 110.0 110.0 110.0

Valuation Metrics Year to March FY21A FY22E FY23E FY24E

Diluted P/E (x) 25.6 13.2 10.3 9.4

Price/BV (x) 1.9 1.7 1.5 1.4

EV/EBITDA (x) 10.0 8.2 6.3 5.6

Dividend yield (%) 0.3 1.6 2.4 2.7

Source: Company and Edelweiss estimates

Balance Sheet (INR mn) Year to March FY21A FY22E FY23E FY24E

Share capital 961 961 961 961

Reserves 1,00,114 1,10,855 1,23,610 1,37,700

Shareholders funds 1,01,074 1,11,816 1,24,570 1,38,660

Minority interest 110 110 110 110

Borrowings 7,526 7,489 7,126 7,126

Trade payables 13,982 12,207 12,573 13,705

Other liabs & prov 908 1,258 1,108 1,108

Total liabilities 1,25,036 1,34,316 1,46,924 1,62,145

Net block 6,329 6,121 5,566 4,846

Intangible assets 6,208 5,367 5,409 5,373

Capital WIP 129 1,000 1,000 1,000

Total fixed assets 12,667 12,489 11,975 11,219

Non current inv 890 3,390 5,590 5,590

Cash/cash equivalent 18,152 24,345 37,025 46,544

Sundry debtors 19,452 21,230 21,649 23,413

Loans & advances 3,418 3,732 4,232 4,232

Other assets 66,118 64,682 61,756 66,256

Total assets 1,25,036 1,34,316 1,46,924 1,62,145

Free Cash Flow (INR mn) Year to March FY21A FY22E FY23E FY24E

Reported profit 7,870 14,641 18,266 20,179

Add: Depreciation 1,882 1,890 2,055 2,220

Interest (net of tax) 571 515 320 320

Others 11,858 (8,106) (21) (16,303)

Less: Changes in WC (6,703) 1,766 (2,723) 5,134

Operating cash flow 15,477 10,706 17,896 11,550

Less: Capex 1,468 2,500 2,500 2,500

Free cash flow 14,009 8,206 15,396 9,050

Key Ratios Year to March FY21A FY22E FY23E FY24E

RoE (%) 4.8 13.8 15.5 15.3

RoCE (%) 15.4 17.6 19.7 19.7

Inventory days 523 486 455 419

Receivable days 95 86 84 82

Payable days 150 118 108 105

Working cap (% sales) 115.3 113.1 116.0 121.8

Gross debt/equity (x) 0.1 0.1 0.1 0.1

Net debt/equity (x) (0.1) (0.2) (0.2) (0.3)

Interest coverage (x) 26.7 35.5 68.9 73.0

Valuation Drivers Year to March FY21A FY22E FY23E FY24E

EPS growth (%) 143.6 94.1 27.4 10.5

RoE (%) 4.8 13.8 15.5 15.3

EBITDA growth (%) 9.5 17.6 19.1 6.2

Payout ratio (%) 7.1 20.0 25.0 25.0

Edelweiss Securities Limited

ZEE ENTERTAINMENT

Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset 3

Our thoughts on the development

In our view, with promoters holding just 3.99% stake in ZEE and the stock

languishing, it was only a matter of time before the board was revamped. A few

days ago, a similar set of events unravelled at Dish TV. Yes Bank, the largest

shareholder of Dish TV, demanded the removal of the MD and other independent

directors. The Dish TV stock has moved up 25% in the past one week.

The key event to watch for is the EGM and its timing. As per our understanding, the

Board needs to call an EGM within 21 days following receipt of the requisition to

decide on these proposals. Else, investors themselves can call an EGM in 45 days. As

per our understanding, simple majority is likely to be enough to get these approved

at the EGM, but we await for more clarity on the matter.

We highlight some relevant legal points. However all of the above mentioned points

needs to be confirmed. We will keep a close watch on clarifications from the board

on these points.

Key points to watch out for

1. Leadership below Mr. Punit Goenka and Strategy going ahead: There is

uncertainty if Mr. Goenka will stay as CEO. In our view, there is a good

professional team in all key departments at ZEE below the MD level. The key

question is if they will stay, in case Mr. Goenka leaves ZEE. In our view, Mr.

Goenka has been a decent MD and has addressed most of investor concerns. He

was seen as a person focussed on core business (exited loss-making channels

such as Sports), launched successful TV channels in regional space, was

aggressive in channels of future—OTT, had a sustainable low-cost content

strategy and gave space to professionals (unlike earlier times).

Leadership below MD level:

Mr. Rahul Johri: President – Business, South Asia

Mr. Amit Goenka: President - Digital Businesses & Platforms – He is part

of promoter family.

Mr. Anurag Bedi – Chief Business Officer – Zee Music

Mr. Punit Misra – President – Content & International Markets

Mr. Shariq Patel: Chief Business Officer – Zee Studios

2. Will there be a strategic Investor eventually and at what price?:- We must wait

and see if there is going to be any more changes in the shareholding structure

of the company and at what valuation. Since Mr. Subash Chandra’s exit, there

were some changes due to institutional investors like Invesco taking up

majority. Also we need to see if these proposals get approved and if Mr. Punit

continues to be CEO.

3. How is ZEE doing fundamentally? - Fundamentally, ZEE’s market share is now

improving. In Q2FY22, we expect ~100bps QoQ improvement in market share.

With economy further opening up, the ad environment continues to improve.

We expect FMCG firms, which are a major contributor to TV ad spends, to ramp

up marketing ahead/for the festive season. And with mobility increasing, we

expect good recovery in ad spends across sectors.

Incumbent management did try to address many concerns over the past one

year such as defocussing on Sugarbox, quarterly disclosures about related-party

transactions and key balance sheet numbers every quarter such as inventory,

ZEE ENTERTAINMENT

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ZEE5 numbers. However, a recent instance of insider trading by IR Head is a

negative (although it was a personal issue).

4. New MD and board members: Institutional investors have sought appointment

of six of their own nominees on the board of Zee. The proposed new

independent directors are Mr. Surendra Singh Sirohi, independent director,

HFCL; Ms. Naina Krishna Murthy, founder and managing partner of K Law; Mr.

Rohan Dhamija, senior partner, Analysys Mason; Ms. Aruna Sharma,

independent director, Welspun Enterprises and Jindal Steel; Mr. Srinivasa Rao

Addepalli, director, Tata Communications Payment Solutions; and Mr. Gaurav

Mehta, India head, The Raine Group.

The largest shareholders of Zee Entertainment Enterprises, Invesco Developing

Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) and

OFI Global China Fund LLC, together holding an 17.88 per cent stake in the

company, have called an EGM of shareholders seeking to remove Mr. Punit

Goenka, currently MD of the company, from the board.

Just ahead of the AGM on Tuesday, two independent directors, Mr. Ashok

Kurien and Mr. Manish Chokhani resigned from the board of the company

voluntarily. This was after proxy advisory firm Institutional Investors Advisory

Services (IiAS) had raised serious corporate governance concerns pertaining to

the company by asking shareholders not to vote for re-appointing the duo on

the company's board at the AGM.

Commenting on Mr. Goenka’s salary, IiAS said shareholders supported his

reappointment and remuneration for five years from January 1, 2020, at the

company’s 2020 AGM. IiAS had recommended voting against his reappointment

on account of the weak oversight over the business, concerns over related-party

transactions, and other governance concerns

Mr. Chandra, now chairman emeritus, said last month that he had settled over

91% of the debt with 43 lenders, and the remaining dues are in the process of

being paid. He had also apologised to brother Mr. Jawahar Goel, whose

company--Dish TV—has been caught up in the turbulence.

Top institutional investors in ZEEL

Institutional investor Holding %

Invesco and OFI 17.88

Vanguard group 5.94

Life Insurance Corp. 4.89

HSBC holdings PLC 4.1

Government pension fund 4.44

Amansa Private Limited 3.4

Prudential PLC 1.97

SBI Life Insurance 1.8

City of New York Group Trust 1.78

HDFC Life Insurance 1.66

Nippon Life India Trustee 1.3

ICICI Prudential Equity Arbitrage Fund 1.05

Aditya Birla Sun Life 1.02

Kotak Equity Arbitrage Fund 1.01

Mirae Asset Emerging Bluechip Fund 1.14

Source: Edelweiss Research

Edelweiss Securities Limited

ZEE ENTERTAINMENT

Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset 5

Some legal points pertaining to the development

Requirements of an EGM:-The Board shall, at the requisition made by

In the case of a company having a share capital, such number of members who

hold, on the date of the receipt of the requisition, not less than one-tenth of such

of the paid-up share capital of the company as on that date carries the right of

voting.

In the case of a company not having a share capital, such number of members

who have, on the date of receipt of the requisition, not less than one-tenth of

the total voting power of all the members having on the said date a right to vote,

call an extraordinary general meeting of the company.

If the Board does not, within twenty-one days from the date of receipt of a valid

requisition in regard to any matter, proceed to call a meeting for the consideration

of that matter on a day not later than forty-five days from the date of receipt of such

requisition, the meeting may be called and held by the requisitionists themselves

within a period of three months from the date of the requisition.

Quorum must be present within half-an-hour from the time appointed for holding

the meeting; otherwise the meeting shall stand cancelled.

Ordinary resolution enough for removal of director: In accordance with section 169

of the Companies Act 2013, a company may remove a director, not being a director

appointed by the tribunal under section 242, by an ordinary resolution.

Ordinary resolution meaning: An ordinary resolution is defined in this Act (section

191) and means a resolution passed by a simple majority (50% above) of the votes

cast by the members, entitled to vote, to be voted in person or by proxy at a general

meeting of the company.

A peek into profiles of proposed directors

Mr. Surendra Singh Sirohi: He is a Bachelor of Technology in Electrical Engineering

from IIT, Kanpur. Mr. Sirohi had been Member (Technology), Telecom Commission

and ex officio Secretary to the Ministry of Communication & IT. As a Member

(Technology) in Telecom Commission, he was instrumental in formulating several

regulatory and strategic initiatives and key policies for inclusive growth of all

segments of the telecom sector. During his career in Indian Telecom Services, Mr.

Sirohi held numerous techno-managerial senior leadership positions in in

Department of Telecom, Government of India Mahanagar Telephone Nigam Limited,

Telecom Consultants India Ltd. (TCIL), and BSNL. He made a positive difference via

his dynamic leadership with pragmatic and strategic approach in his each

assignment. Mr. Sirohi has a rich experience of over 36 years in the field of

telecommunication. Mr. Sirohi has widely travelled and has varied international

exposure, and has represented India on global fora on several occasions.

Ms. Naina Krishna Murty: Ms. Naina Krishna Murthy is the Founder and Managing

Partner of K Law. She started her career with Arthur Anderson followed by a stint as

the in-house Counsel at Biocon. Naina founded K Law in 1999 in Bengaluru; under

her leadership and guidance, K Law today is a full-service Indian law firm with 85+

lawyers in offices at Bengaluru, Mumbai, New Delhi and Chennai. Naina is based out

of the Mumbai office. Naina is on the Board of several leading organizations,

including the Universal Business School. Naina has represented eminent Indian and

overseas clients and she has been appointed as the external Ombudsman of SB

Energy, a Softbank company. She has also served as director with companies such

as National Commodity & Derivatives Exchange Ltd. Currently, she is on the board

ZEE ENTERTAINMENT

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of Bajaj Energy Ltd since March 16, 2019, and IndoStar Capital Finance Ltd since

February 5, 2018.

Mr. Rohan Dhamija: Mr. Rohan leads Analysys Mason's consulting practice across

all of the Middle East and India (South Asia). He has over 15 years' experience of

advising corporations and investors in the TMT industry on strategic and operational

issues. His media and digital media (consumer internet) expertise includes areas

such as convergence, cable digitisation, broadcaster economics, e-commerce and

other consumer internet sub-verticals, and digital services. Prior to joining Analysys

Mason, Rohan was a senior member of Monitor Deloitte's Telecom and Media

Strategy group in New York. While there, his clients included four of the five largest

telecoms companies in the USA, a large media conglomerate in the Americas, the

largest major music label worldwide, as well as media and telecoms companies in

Latin America and Europe. Prior to Deloitte, Rohan worked at Bharti Airtel, one of

the largest telecom operators with multi-country operations across the world.

Rohan holds an MBA from Carnegie Mellon University USA, and was a merit scholar

there, and a Bachelor in Telecommunication Engineering from India. Rohan holds a

U.S citizenship and spends his time serving clients across the Middle East and Asia.

Ms. Aruna Sharma: Ms. Aruna Sharma is ex-Indian Administrative Services officer of

the 1982 batch from the Madhya Pradesh cadre. She retired as Secretary – Steel,

Government of India, in 2018. Prior to that, she held important positions in the

Government of India and at the state (Madhya Pradesh) as: Secretary to

Government of India, Ministry of Electronics and Information Technology (MEITY),

Additional Chief Secretary, Ministry of Rural Development and Panchayati Raj, Govt.

of Madhya Pradesh, Commissioner and Secretary Public Health, Govt. of Madhya

Pradesh, Managing Director of the MP Dairy Federation. Dr. Sharma is Master of

Development Studies from the University of Bath, United Kingdom and a PhD in

Development Economics from Delhi University. She is also on the board of Welspun

Enterprises. She is practitioner development economist and has international and

national publications to her credit.

Srinivasa Rao Addepalli: Mr. Srinivasa has 20 years of experience in areas of

Corporate Strategy, M&A, Business Transformation and Innovation. He was earlier

the Chief Strategy Officer of Tata Communications. He has been a visiting faculty at

IIMs and NMIMS and the Winner of the ISB-Ivey Global Case Competition 2014. Srini

loves nature and wildlife photography and all things Apple. He is also a Director at

Tata Communications Payment Solutions Ltd. He is the Founder and CEO of

GlobalGyan Academy of Management Education, providing contextual,

comprehensive and continuing learning programs to corporates and executives.

Mr. Gaurav Mehta: Mr. Gaurav Mehta is a Partner at Raine. Gaurav is the head of

the firm’s India office and leads Raine’s investment and advisory activities in India.

Prior to Raine, Mr. Mehta was the head of India Investment Banking at UBS

Investment Bank, based in Mumbai. While he was responsible for the overall

investment banking and financing business for UBS in India, he focused on the TMT

sector and advised on some of the largest M&A and most significant capital raising

(equity and debt) transactions in the Indian media & communications and consumer

internet sectors. He has advised and raised capital for clients including Bharti Airtel,

Bharti Infratel, Indus Towers, Reliance Communications, Videocon D2h and Flipkart.

Before joining UBS, Gaurav was an Executive Director at Morgan Stanley, where he

led the coverage of Indian telecom, real estate and financial sponsor clients. He

started his investment banking career with HSBC Investment Bank, based in London,

in 2001. Gaurav has a B.Com (Hons.) from Shriram College of Commerce, Delhi

University and a M.Sc. in Accounting & Finance from the London School of

Economics and Political Science.

Edelweiss Securities Limited

ZEE ENTERTAINMENT

Edelweiss Research is also available on www.edelweissresearch.com, Bloomberg - EDEL, Thomson Reuters, and Factset 7

The series of events that took place

In Jul-19, Invesco had signed a deal with ZEE promoters to acquire up to 11% of the

company for INR42240mn at INR400 per share. Invesco has been a financial investor

in ZEE since 2002 and owned a 7.7% stake in the company before 2019.

The company, after promoter Mr. Subhash Chandra reduced his stake, underwent a

revamp in Board and top brass. During the last few years of Mr. Chandra’s tenure,

the group had faced many challenges. The resignation followed after Chandra’s

family’s stake in ZEE fell to 5% from 41% just a year before in CY18, largely due to a

series of mistimed and expensive infrastructure bets. Chandra’s investment

companies had borrowed heavily from mutual funds and non-bank firms to fund

road and renewable energy projects. The family had pledged ZEE shares to obtain

these loans but was forced to sell and repay after lenders threatened to offload them

in the market in case of a default

Since the management revamp, there have been some significant changes in its

disclosure and aggressiveness. Mr. Punit Goenka was still part of the board, but the

overall promoter stake was reduced to less than 5% and the majority stake fell into

hands of institutional investors, who hold the board to good standards of

performance.

Presently Invesco Developing Markets Fund and other investors have called for an

extraordinary general meeting in a letter to the board of directors, to pass an

ordinary resolution on the following:-

Removal of Mr. Punit Goenka as director

Removal of Mr. Manish Chokhani as director

Removal of Mr. Ashok Kurien as director

Appointment of Mr. Surendra Singh Sirohi as an independent director

Appointment of Ms. Naina Krishna Murty as an independent director

Appointment of Mr. Rohan Dhamija as an independent director

Appointment of Ms. Aruna Sharma as an independent director

Appointment of Mr. Srinivasa Rao Addepalli as an independent director

Appointment of Mr. Gaurav Mehta as an independent director

The reason for this could be that the stock has been languishing and performance of

the recent time have been less than expected.

On 13 September, Mr. Manish Chokhani and Mr. Ashok Kurien have resigned from

Zee Entertainment Enterprises Ltd (ZEEL) as Non-Executive Non-Independent

Directors with immediate effect. The company has notified the BSE. The company

has today received letters from Chokhani and Kurien resigning from the

position. Mr. Chokhani’s resignation stated, “Due to changed life circumstances and

perspective post COVID.” The reason for the resignation of Kurien was mentioned,”

Due to his pre-occupation.”

IIAS had asked shareholders to vote against the proposal to re-appoint Mr. Kurien

stating that he was the founder of the Zee group and while the company has

reclassified him as a non-promoter, no requisite regulatory filings or shareholder

approval was sought for the same, and hence it classifies him as a promoter. Kurien

was also accountable for the manner in which remuneration had been managed in

FY21 as MD Mr. Punit Goenka’s salary increased by 46 per cent (higher than what

ZEE ENTERTAINMENT

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was approved by shareholders in the 2020 AGM), while employees were given no

raise for FY21. Mr. Kurien was a member of the audit committee in FY20 and is

accountable for the losses on account of related-party transactions as well as

governance concerns outlined by previous independent directors, which resulted in

significant erosion in shareholder wealth: the IiAS had said. “We believe that the

board must bring in the right mix of professionals who have an understanding of the

media and the digital business. Further, having the erstwhile promoters on the board

may impede directors’ ability to take hard decisions,” it said.

On Mr. Chokhani, IIAS said after completing his five-year term as an independent

director, the Zee Entertainment board seeks to re-appoint him as a non-executive

non-independent director. Chokhani, IIAS said, was on the audit committee in FY20

and is accountable for the losses against related-party transactions, which resulted

in significant erosion of shareholder wealth.

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Additional Data

Management

MD & CEO Punit Goenka

CFO Rohit Gupta

CEO - International

Amit Goenka

Head Data & Tech Nitin Mittal

Auditor M/s Deloitte Haskins & Sells, LLP

Holdings – Top 10* % Holding % Holding

Invesco 7.74 Vontobel India 3.01

OFI Global Fund 10.14 HSBC Holdings 2.87

Life Insurance 4.89 BlackRock Inc 2.70

Vanguard Group 4.61 Norges Bank 2.47

Amansa Capital 3.40 Sprucegrove int 1.24

*Latest public data

Recent Company Research Date Title Price Reco

07-Aug-21 Zee; Company Update 202 Buy

06-Aug-21 Market share gains crucial; Result Update

202 Buy

22-Jun-21 Earning its stripes; Company Update 221 Buy

Recent Sector Research Date Name of Co./Sector Title

02-Sep-21 Media Pinning hope on festive cheer; Sector Update

13-Aug-21 Sun TV Network Braving second wave’s fallout; Result Update

03-Aug-21 INOX Leisure Braving second wave; recovery in sight; Result Update

Rating Interpretation

Source: Bloomberg, Edelweiss research

Daily Volume

Source: Bloomberg

Rating Distribution: Edelweiss Research Coverage

Buy Hold Reduce Total

Rating Distribution* 174 55 19 249

>50bn >10bn and <50bn <10bn Total

Market Cap (INR) 218 41 4 263

*1 stocks under review

Rating Rationale

Rating Expected absolute returns over 12 months

Buy: >15%

Hold: >15% and <-5%

Reduce: <-5%

TP612

TP424

TP361

100

205

310

415

520

625

Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21

(IN

R)

Z IN Equity Buy Hold Reduce0

35

70

105

140

175

Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21

(Mn

)

ZEE ENTERTAINMENT

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