Mondaq has recognised Rupin Chopra of S.S. Rana & Co. in its Thought Leadership Awards, Spring 2024. His article on the Zee-Sony merger, co-authored with Apalka Bareja, placed first (#1) for India in Antitrust/Competition Law, the firm’s top placing in an edition in which S.S. Rana & Co. was named a Top Firm for India.
About the Mondaq Thought Leadership Awards
Mondaq is an online publisher of legal, regulatory and financial commentary written by law firms and advisers around the world, and its awards site is co-branded with The Legal 500. Its Thought Leadership Awards recognise the authors whose articles readers turn to most.
Who qualifies: The awards draw on articles published on Mondaq by contributing firms and their authors, with separate results for each country and for a range of topics, including Antitrust/Competition Law.
How winners are chosen: Mondaq decides the awards on total readership during the award period.
The format: For each country and topic, Mondaq names the top three placings. A first place means the article drew more readers than any other Indian article in that topic.
What the award recognises
The recognised article, Zee-Sony Merger: A Journey Through Challenges And Triumphs, was published on 25 August 2023. It traces a deal that would have created one of India’s largest television broadcasters:
Competition clearance: How the Competition Commission of India raised concerns over market concentration in television channel supply and advertising airtime, and how voluntary remedies, including the divestment of some channels, led to clearance at the first stage of review.
Creditors’ objections: The objections lenders raised before the National Company Law Tribunal over a non-compete fee in the deal and the proposed appointment of the merged company’s chief executive.
The Tribunal’s reasoning: Why the Tribunal dismissed the objections in August 2023: the objectors were not direct creditors of Zee with undisputed claims, and the scheme had been approved by an overwhelming majority of shareholders whose commercial wisdom the Tribunal would not override.
The article was written before Sony terminated the merger agreement in January 2024.
How the NCLT approves a scheme of arrangement
The Zee-Sony case shows how mergers in India pass through two separate gatekeepers: the Competition Commission and the National Company Law Tribunal. On the Tribunal side, Section 230 of the Companies Act, 2013 sets the process.
Meetings and majorities: The Tribunal orders meetings of creditors and members. Under Section 230(6), the scheme must be approved by a majority of persons representing three-fourths in value of each class voting at the meeting.
Who can object: Under the proviso to Section 230(4), only shareholders holding at least 10% of the shareholding, or creditors owed at least 5% of the company’s total outstanding debt, can object.
Notice to regulators: Under Section 230(5), notice of the scheme goes to the Central Government, the income-tax authorities, the Reserve Bank of India, SEBI, the stock exchanges, the Competition Commission and other sectoral regulators, which can make representations.
Commercial wisdom: Following the Supreme Court’s decision in Miheer H. Mafatlal v. Mafatlal Industries (1997), the Tribunal does not sit in appeal over the commercial judgment of the members, and interferes only if the scheme is unfair, unconscionable, illegal or against public interest.
S.S. Rana & Co. advises on transaction documents and IP due diligence for mergers and acquisitions.
About the authors
Rupin Chopra: Rupin advises multinational clients, including Fortune 500 companies, and Indian businesses on trademark matters in India and abroad, and writes on developments across IP, corporate and competition law.
Apalka Bareja: Apalka writes on corporate, financial and consumer regulation in India, and co-authored the award-winning article.
Recognition in Spring 2024
| Award | Recognition | Recipient |
| Mondaq Thought Leadership Awards, India | #1, Antitrust/Competition Law | Rupin Chopra, Apalka Bareja |
| Mondaq Thought Leadership Awards, India | #2, Environmental Law | Vikrant Rana, Anuradha Gandhi |
| Mondaq Thought Leadership Awards, India | #2, Food, Drugs, Healthcare, Life Sciences | Renu Bala Rampal, Johny Solomon Raj |
| Mondaq Thought Leadership Awards, India | #2, Technology | Anuradha Gandhi, Isha Sharma |
| Mondaq Thought Leadership Awards, India | Top Firms | S.S. Rana & Co. |
See the Antitrust/Competition Law results, our page on the firm’s Spring 2024 Top Firms recognition and Renu Bala Rampal and Johny Solomon Raj’s award. Each recognition is recorded on our Awards page.
We congratulate Rupin and Apalka on this recognition, and thank everyone in India and abroad who read and shared their work.
Frequently Asked Questions
mondaq-spring-2024-antitrust-competition-law-rc
Yes. Rupin Chopra of S.S. Rana & Co., with co-author Apalka Bareja, placed first (#1) for India in Antitrust/Competition Law in the Mondaq Thought Leadership Awards, Spring 2024.
“Zee-Sony Merger: A Journey Through Challenges And Triumphs”, published on 25 August 2023.
It traced the proposed merger of Zee Entertainment and Sony from the Competition Commission of India’s clearance, which followed voluntary remedies including divestment of some channels, through creditors’ objections before the National Company Law Tribunal to the Tribunal’s order approving the scheme in August 2023.
Under the proviso to Section 230(4) of the Companies Act, 2013, objections can be made only by shareholders holding at least 10% of the shareholding, or creditors whose outstanding debt is at least 5% of the company’s total outstanding debt.
Under Section 230(6), a scheme must be approved by a majority of persons representing three-fourths in value of the creditors or members, or each class of them, voting at the meeting, before the Tribunal sanctions it.
Generally not. Following the Supreme Court’s decision in Miheer H. Mafatlal v. Mafatlal Industries (1997), tribunals respect the commercial wisdom of the members who approved a scheme, and interfere only if it is unfair, unconscionable, illegal or against public interest.
Write to info@ssrana.com with a short description of your matter, and the firm will connect you with him.
For more information on Corporate Advisory, Mergers and Acquisitions, Joint Ventures, Shareholders’ Agreements, Commercial Contracts, Corporate Structuring, Foreign Direct Investment, Licensing and Franchising, IP Due Diligence, IP Audits, IP Valuation Support, Technology Transfer, Assignment of IP Rights, Chain of Title Review, Regulatory Compliance and Corporate Governance in India write to us at info@ssrana.com