ITV

Tag: boardroom battle

  • Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Mumbai: Invesco Developing Markets Fund on Thursday stated that it has decided not to pursue the extraordinary general meeting (EGM) of Zee Entertainment Enterprises Ltd (Zeel) shareholders as per their requisition dated 11 September 2021.

    The statement was released following the Bombay high court verdict that acknowledged Invesco’s requisition notice for an EGM as legally valid. Invesco and Zeel have been embroiled in a legal battle for control of the boardroom since October.

    Also Read | Bombay HC allows Invesco plea against order on EGM to remove Zee’s Punit Goenka

    In its statement, Invesco said, “We are pleased with the Bombay high court’s ruling, which we view as an important reaffirmation of shareholder rights in India and the mechanisms under Indian law to hold Boards accountable to their shareholders. The ruling is a boon for corporate governance in India and a win for shareholder democracy.”

    “Since we announced our intention to requisition an EGM and add six independent directors to Zee’s board of directors, Zee has entered into a merger agreement with Sony. We continue to believe this deal in its current form has great potential for Zee shareholders. We also recognise that, following the merger’s consummation, the board of the newly combined company will be substantially reconstituted, which will achieve our objective of strengthening board oversight of the company,” it added.

    “Invesco will continue to monitor the proposed merger’s progress. If the merger is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM,” it concluded.

    The Zeel-Invesco boardroom battle began when the media company’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC, with a combined stake of ~18 per cent stake in the Zeel, sent a requisition notice to the board on 11 September 2021, calling for an EGM.

    The investors sought the removal of long-standing directors and close associates of the Chandra family from the board following which two independent directors Ashok Kurien and Manish Chokhani submitted their resignations. Invesco also sought the removal of Zeel MD and CEO Punit Goenka.

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Dish TV India schedules 33rd AGM for 30 December

    Dish TV India schedules 33rd AGM for 30 December

    Mumbai: Dish TV India’s board of directors has scheduled the 33rd annual general meeting (AGM) for 30 December.

    The company has extended the timeline for the AGM several times since it was first scheduled to be held on 27 September. It applied for the extension in view of the issues arising out of the pendency of an application filed by its shareholder Yes Bank before the National Company Law Tribunal (NCLT), Mumbai bench and in order to ensure compliance of all applicable laws and guidelines in this matter

    Dish TV India and Yes Bank are engaged in a boardroom battle where the latter sought the removal of directors of the company including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    The bank has proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

    Yes Bank moved to NCLT with a petition to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India and pass its resolution.

  • Zeel-Invesco case: Bombay high court adjourns hearing to 29 Nov

    Zeel-Invesco case: Bombay high court adjourns hearing to 29 Nov

    Mumbai: On Friday, the Bombay high court adjourned the hearing on Invesco’s plea that challenged the injunction order of the single judge bench of the same court. The next hearing will be held on 29 November.

    Invesco, the largest shareholder in Zee Entertainment Enterprises Ltd (Zeel) had approached the court on Thursday to challenge the injunction order passed by the bench in a petition filed by Zeel against the investor.

    The court had ruled in favour of Zeel granting it temporary relief against the requisition notice by Invesco to call for an extraordinary general meeting (EGM) of shareholders to pass a resolution to remove the sitting board of directors and appoint a new board. 

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to the NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days, if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations. 

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali and Gaurav Mehta as independent directors of the board for a term 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 approval by ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Mumbai: The Bombay high court has ruled in favour of Zee Entertainment Enterprises Ltd (Zeel) temporarily barring the requisition notice by its majority shareholder Invesco to call for an extraordinary general meeting (EGM).

    In another development, Zeel has also cancelled its board meeting scheduled on 27 October to discuss the unaudited financial results for the second quarter of the year ended 30 September citing lack of quorum. In the BSE filing, the company said that the next date of the meeting will be duly informed with fresh notice.

    “The decision taken by the hon’ble Bombay high court is a huge win for all the stakeholders of the company,” a Zeel spokesperson said in a statement on Tuesday.

    The National Company Law Tribunal (NCLT) hearing on a petition moved by Invesco on the EGM notice will be held on Wednesday. The NCLT is likely to follow the Bombay high court decision.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term 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 approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Mumbai: In a new development in the boardroom battle between Zee Entertainment Enterprises Ltd (Zeel) and it’s majority shareholder Invesco Developing Markets Fund, the National Company Law Tribunal (NCLT) has scheduled the next hearing on 27 October.

    The case will be heard a day after the Bombay high court hearing on 26 October.

    In its reply to Invesco’s petition, Zeel claimed that the ‘sudden and abrupt’ issuance of of the requisition notice seeking removal of the sitting managing director and chief executive officer Punit Goenka’s from the board appears to be a ‘malafide and motivated’ action, according to an ET report.

    The affidavit also claimed that Invesco not only wanted to take control of the board of Zeel but also sabotage the merger deal with Sony Pictures Networks India to the disadvantage of shareholders.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days, if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term 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 approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.” Meanwhile, Invesco filed a petition with the NCLT to demand their right to call for an EGM.