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Tag: Boardroom

  • Zeel-Invesco Tussle: Mandatory for Zeel to call an EGM, Invesco tells NCLT

    Zeel-Invesco Tussle: Mandatory for Zeel to call an EGM, Invesco tells NCLT

    New Delhi: The Boardroom tussle between Zee Entertainment Enterprises Ltd (Zeel) and its top investor Invesco Developing Markets Fund shows no signs of slowing down. On Monday, Invesco argued its case before the National Company Law Tribunal (NCLT) urging the media and entertainment company to schedule an extraordinary general meeting (EGM) as per law.

    Under relevant sections of the Companies Act, it is a mandatory duty of Zeel to honour the request of EGM if so demanded by shareholders who own more than 10 per cent of stake in the Company, said senior advocate Mukul Rohtagi appearing on behalf of Invesco. “The EGM should be called within 21 days,” he emphasised, as reported by moneycontrol.com

    Rohtagi urged the Tribunal to direct Zeel to convene the EGM under the chairmanship of a retired Supreme Court/high court judge, highlighting that it is not concerned about the outcome of the EGM, but about the EGM being called. “It is for the shareholders to decide on the requisition and not them (ZEE) or anybody else,” he told NCLT.

    Last week, Zeel had convened its inability to convene the meeting to the investors. “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel had said in a statement. The Company has now moved the Bombay high court, seeking court’s intervention in declaring the requisition notice as “illegal and invalid”.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. The investors had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

    The matter is now listed for hearing on Tuesday.

  • Zeel moves Bombay HC against Invesco’s requisition notice

    Zeel moves Bombay HC against Invesco’s requisition notice

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) has moved the Bombay high court against two of its top investors –  Invesco Developing Markets Fund and OFI Global China Fund IIC seeking the court’s intervention in declaring the requisition notice sent by them as “illegal and invalid”.

    Zeel informed the stock exchange that “there are no expected financial implications on the company that may arise as a result of this civil suit, except legal costs”.

    Both the investors together hold an 18 per cent stake in the media company. In a special notice sent to Zeel on 11 September, the two had called for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The Boardroom tussle intensified last week when Invesco moved the National Company Law Tribunal (NCLT) highlighting Zeel’s failure to make any announcement regarding the EGM. The Tribunal had then directed Zeel to convene the EGM as per law.

    The request for EGM was, however, turned down by Zeel board on Friday, terming the requisition notice sent by its investors as “illegal and invalid”. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company had until October 2 to announce a date for an EGM. 

    However, Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.  

    Apart from Goenka’s exit, the investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years.

    Meanwhile, the media and entertainment company also marked 29 years of its foundation on Saturday, “Back then, a lot of people thought it was a bold and impossible idea, but the power of patience and perseverance has paid off and we are here celebrating the glorious milestone,” MD Punit Goenka said. “As we step into the 30th year of the company, we stay committed to many more successful years filled with glory, growth, and profitability.” 

  • Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Mumbai: The Board of Zee Entertainment Enterprises Ltd (Zeel) on Friday said Invesco’s requisition notice is “illegal and invalid” and it has conveyed its inability to convene the extraordinary general meeting (EGM) to both the investors.

    The decision was taken in a meeting of the Board held on Friday.

    “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.

    The decision came a day after the National Company Law Tribunal (NCLT) asked the media and entertainment company to convene an EGM as per law. The Tribunal was hearing a plea filed by one of the largest shareholders of Zeel, Invesco which had sought its intervention in the matter.

    NCLT had observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal had stated on Thursday.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    The company cannot comment on any future actions since the matter is sub-judice, it added further.

    Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

  • NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    Mumbai: The National Company Law Tribunal (NCLT) on Thursday asked Zee Entertainment Enterprises Ltd (Zeel) to convene an extraordinary general meeting (EGM) as per the law. One of the largest shareholders of Zeel, Invesco had moved NCLT earlier this week against Zeel’s failure for not yet announcing a date for the EGM.

    While hearing Invesco’s plea, NCLT observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal added.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM.

    Responding to the development, Zeel spokesperson said the Board of the company is scheduled to meet as per the statutory time allotted in relation to the matter. “The Company will continue to take all the actions needed in the interest of the shareholders as per law,” the spokesperson added.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

    Invesco had earlier stated that Zeel’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted it to file a petition before NCLT to enforce its rights as shareholders to call for this EGM.

  • Invesco approaches NCLT against Zeel, presses for EGM

    Invesco approaches NCLT against Zeel, presses for EGM

    New Delhi: The boardroom tussle at Zee Entertainment Enterprises Ltd (Zeel) rages on. One of its top investors, Invesco Developing Markets Fund has now moved the National Company Law Tribunal (NCLT) against the company for not yet announcing a date of the extraordinary general meeting (EGM).

    The application moved under Sections 98(1) and 100 of the Companies Act, 2013 requests the tribunal to order the company to hold EGM. The NCLT has listed the hearing on Thursday. 

    “The company’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted us to file a petition before NCLT to enforce our rights as shareholders to call for this EGM,” a spokeswoman for Invesco said.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    The latest move comes days after Zeel announced a mega-merger with its rival media group Sony Pictures Network India (SPNI). The merger will result in SPNI holding a majority of 52.93 per cent with Zeel and its shareholders having 47.01 per cent of the new entity which will continue to list on the stock exchanges. The joint company will appoint Punit Goenka as the CEO and managing director, with the promoter family being free to increase its holding from four per cent to 20 per cent over time.