Subhash Chandra Vs Mukesh Ambani Feud Explained: From Zee-Sony Deal To NCLT Order

The recent exchange between Essel Group Chairman Subhash Chandra and Reliance Industries has brought into focus a corporate rivalry that has been simmering for years. Chandra, in a video message, accused Reliance-affiliated media organisations of spreading what he called "wrong propaganda" against him and his group, while directly naming Mukesh Ambani for the first time . Reliance responded swiftly, dismissing the allegations as "baseless" and stating that its media brands have never been used to attack anyone.

The roots of this conflict, however, lie in a series of corporate events that began in 2021, when Reliance briefly explored a merger with Zee Entertainment, Invesco pushed for a boardroom coup, and Zee eventually chose Sony as its partner. What followed was a tale of two very different trajectories.

The Zee-Invesco Battle

The trouble began in September 2021 when Invesco Developing Markets Fund, the largest shareholder in Zee Entertainment with nearly 18% stake, requisitioned an extraordinary general meeting . The fund wanted to remove Punit Goenka as managing director and chief executive officer, and reconstitute the board. Invesco cited concerns about governance failures and prolonged underperformance.

Zee's board termed Invesco's requisition "invalid and illegal" and refused to convene the meeting . The company approached the Bombay High Court, which granted an interim injunction against the EGM in October 2021. Justice G.S. Patel observed that "sometimes, it happens that a company must be saved from its own shareholders, however well-intentioned".

Invesco appealed the decision. In March 2022, a division bench of Justices S.J. Kathawalla and Milind Jadhav set aside the single-judge order. The court held that Invesco's requisition notice was "neither illegal nor incapable of being set aside" and quashed all observations made by the single judge.

Reliance's 2021 Attempt to Merge With Zee

During this period, Reliance Industries entered the picture. In February and March 2021, Invesco assisted Reliance in arranging direct discussions between its representatives and Punit Goenka . Reliance made a "broad proposal for merger of our media properties with Zee at fair valuations of Zee and all our properties".

The proposal included continuing Goenka as managing director and issuing employee stock options to management. Reliance said the valuations were arrived at using the same parameters for both entities.

However, differences arose between Goenka and Invesco regarding the founding family's plan to increase its stake by subscribing to preferential warrants. Reliance stated that it respected founders and "have never resorted to any hostile transactions," so it decided not to proceed further.

In a note to the shareholders of Zee, Punit Goenka had said that the Reliance offer undervalued Zee, as per media reports from that time. He reportedly told the board that the valuation attributed to the counterparty's merging entities was "grossly inflated without any justification". Invesco rejected this, saying the implication that it would seek a transaction "dilutive to the long-term interests of ordinary shareholders, including ourselves, simply defies logic”.

With Reliance out, Zee announced a merger with Sony Pictures Networks India in December 2021. The deal would have created a $10 billion media powerhouse capable of competing with global players like Netflix and Amazon . Under the agreement, Punit Goenka was to continue as managing director and CEO of the merged entity.

The Sony-Zee Merger Collapse

The merger faced difficulties from the start. In 2023, the Securities and Exchange Board of India (SEBI) passed an interim order accusing Subhash Chandra and Punit Goenka of diverting at least ₹200 crore from Zee via promoter group firms . Goenka challenged the order before the Securities Appellate Tribunal, which set aside the order pending the completion of SEBI's probe.

Sony remained concerned about the ongoing regulatory investigation. The Japanese media giant also wanted its India head, NP Singh, to be CEO of the merged entity, while Goenka opposed this. The deadlock over leadership continued.

On January 22, 2024, Sony formally terminated the merger agreement. Sony said the merger did not close by the deadline as the closing conditions were not satisfied. Sony sought $90 million in termination fees from Zee. Zee denied the allegations and said it would take appropriate legal action.

Reliance-Disney Joint Venture

While Zee was dealing with the failed Sony merger, Reliance was building a major media empire. In November 2024, Reliance and Disney completed the merger of Viacom18 and Star India. The joint venture was valued at ₹70,352 crore ($8.5 billion) .

The joint venture combined iconic media assets including Colors TV, StarPlus, Star Sports Network, and Sports18 Network. It also brought together digital platforms JioCinema and Hotstar. Reliance held a 16.34% stake directly, with Viacom18 holding 46.82% and Disney holding 36.84%. Nita Ambani was named chairperson of the joint venture.

The combined entity became one of India's largest media and entertainment companies with over 100 TV channels, 50 million digital subscribers, and pro forma combined revenue of approximately ₹26,000 crore for the fiscal year ended March 2024 .

Zee was left without a strategic partner following the Sony termination. The company faced mounting debt and reducing margins. Earlier reports from that time said Zee's revenue growth had converged to 2.2% and EBITDA margin had dipped to 10.2%. Zee also had a sub-licensing contract with Disney for ICC cricket tournament rights, with estimated annual losses of about ₹1,520 crore due to high content costs.

The 2026 Clash

The recent exchange between Chandra and Ambani comes at the time of Chandra's personal insolvency proceedings. The National Company Law Tribunal approved a repayment plan on August 25 requiring Chandra to pay approximately ₹6.5 crore against admitted claims of nearly ₹22,006 crore. NCLT judicial member Nilesh Sharma, appointed as a third member to break a deadlock between the tribunal's original two-member bench, cleared the plan . Under the plan, Chandra is required to pay  ₹6.25 crore to creditors and  ₹25 lakh towards process costs, a shortfall widely described as a 99.97% haircut for lenders.

Chandra disputed the figure, claiming the actual aggregate claim was ₹3,992 crore and clarifying that he was involved as a personal guarantor, not as the original borrower. "Total claim against Subhash Chandra as a personal guarantor, in the personal insolvency proceedings, is only ₹3,992 crore by the objectors of the plan and not  ₹22,000 crore," his office said in a press statement.

Out of this, he said, a claim of  ₹620 crore has been settled and a further ₹1,063 crore offered to be paid by the borrower entities. The borrowing entities for whom Chandra has provided personal guarantees have till date repaid  ₹43,000 crore against total company dues of around  ₹45,000 crore as of January 2019. He added that the borrowing entities have assured to settle any remaining amount.

Chandra also pushed back against what he described as a misconception that he had a personal net worth of  ₹45,000 crore when he borrowed money . He said the figure had been created by treating the group's market capitalisation as his personal wealth. He contrasted this with his Rajya Sabha declaration in 2016, where he had declared total assets worth ₹39.08 crore . He questioned how a bank could have accepted a personal net worth of  ₹45,888 crore in 2017 when his parliamentary declaration a year earlier had shown assets worth  ₹39.08 crore.

Chandra alleged that Reliance-linked media entities deliberately reported the  ₹22,000 crore figure as his personal debt, ignoring the distinction between total claims filed, admitted claims, and the claims of objecting lenders . He said the matter relates to personal guarantees he had provided to certain lenders and that some lenders had already been repaid but still filed claims before the tribunal.

According to Chandra, he attempted to reach Mukesh Ambani directly over the phone after the ₹22,000 crore figure began doing the rounds in the media, and also wrote him a letter on the matter. He claimed that when a mutual acquaintance raised the issue with Network18's editor-in-chief over the loss of credibility involved, the editor responded that he had "instructions from above" and was "compelled" to act on them.

In his video message, Chandra directly addressed Ambani, saying, "Mukesh ji, please stop the wrong propaganda against me personally and my group. Zee is a group company. I don't own anything in that. I don't own anything now after implementing this NCLT order. You are the son of Dhirubhai Ambani. I have learnt a lot from him. I think you have not learnt anything from him".

Chandra also revisited the events of January 2019, when Zee shares fell nearly 40% in a single trading day, a crash he attributed indirectly to shell companies . He said that when he approached Ambani with a proposal to sell Zee in order to clear his debts, Ambani advised him against repaying banks in full, telling him, "Subhash ji, why are you paying back the banks' money, including interest? No one does".

He also alleged that Reliance had attempted to acquire Zee in partnership with Invesco under terms that would have benefited his family but not minority shareholders. He said this was the reason the offer was turned down, with the company eventually opting to merge with Sony instead.

Describing himself as a proud corporate citizen who did not flee during a crisis, Chandra said his group had built up total debt of  ₹45,000 crore, of which  ₹43,000 crore had already been repaid by liquidating Zee shares and personal assets . He added that over his career, he had paid  ₹60,000 to  ₹70,000 crore in interest alone to India's banking system, and that only two lender accounts now remained unsettled, both backed by adequate collateral.

Addressing Ambani directly, Chandra said, "I have learnt a lot from your father Dhirubhai Ambani, but it seems you have not adopted his principles. You are trying to kill a person who has nothing left to lose" . He further warned that if the alleged campaign against him, which he linked to associates such as Manoj Modi, did not stop, he would not stay silent. "You have a lot to lose and you also have many skeletons in your closet. So stop this dirty game," he said.

He ended his statement by urging Ambani to pursue global financial dominance instead of playing "corporate games" within India.

Reliance consistently denied the allegations. In its statement, the company said it was disappointed by Chandra's remarks and called the accusations "baseless". "We strongly deny the allegations and insinuations against the media entities that are a part of the Reliance Group. Our media brands have never been used to attack anyone, nor will they ever be. We hold Shri Subhash Chandra in high regard as a businessman and entrepreneur. We wish him well," the company said.

The matter will now go back to the original division bench for a formal order in line with the majority opinion, as required under Section 419 (5) of the Companies Act, 2013. Meanwhile, some creditors, including HDFC Bank, have indicated they are exploring an appeal against the NCLT order.