ITV

Tag: Boardroom Tussle

  • Zeel-Invesco tussle: Bombay HC directs Zeel to call for EGM

    Zeel-Invesco tussle: Bombay HC directs Zeel to call for EGM

    Mumbai: The Bombay high court asked Zee Entertainment Enterprises Ltd (Zeel) to call for the extraordinary general meeting (EGM) requisitioned by Invesco Developing Markets Fund on Thursday. Zeel must inform the court of the EGM date by Friday morning.

    According to a Business Standard and Reuters report, Zeel agreed to hold the EGM only if its right to contest the validity of the resolution passed at the meeting is reserved. The court determined that any resolution passed at the meeting will be put on hold until it decides on the validity of Invesco’s request. The bench suggested that a neutral chairperson should head the meeting who may be from the corporate world, a lawyer, or a judge.

    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 National Company Law Tribunal (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.”

  • Clandestine attempt to take over Zeel, says Subhash Chandra on Invesco’s notice

    Clandestine attempt to take over Zeel, says Subhash Chandra on Invesco’s notice

    New Delhi: As the boardroom tussle between Zee Entertainment Enterprises Ltd (Zeel) and its investors rages on, Essel group chairman Subhash Chandra who founded Zee TV said the latest move by its US-based investors is a “clandestine attempt to take over the Company”.

    “They (Invesco) has taken a hideous route to oust the current leadership. It is nothing, but an attempt to take over the Company in an illegal manner. This is not permitted under any of our (Indians) laws. They need to come clean on their exact motives. They need to be transparent, which they are not,” said Chandra on Wednesday, during an interview aired on Zee News.

    Chandra founded Zee TV in 1992 and reminisced the journey that the media and entertainment network has traversed over the last three decades. “In those days, our role was mainly that of a public broadcaster, creating awareness, and then slowly we evolved and provided family entertainment to masses. Today, the Zee channels are watched by crores of Indians, who consider Zeel as part of their family. It is not just any other business,” said the media veteran.

    Talking about the calls for removal of the Company’s MD and CEO Punit Goenka, Chandra said the Board and shareholders had placed their trust in him, and announced him as the MD, and any decision on the leadership rests with them. “Zeel is not owned by any one individual or investor,” emphasised Chandra. “It is owned by over 2.5 lakh shareholders who are part of its family. They are the real owners. The Board is also independent.”

    Zeel has been battling a boardroom crisis ever since, its two investors – the US-based Invesco Developing Markets Fund and OFI Global China Fund IIC who together hold an 18 per cent stake in the media company called for the removal of MD and CEO Punit Goenka. The investors had sent a requisition notice to the Board on 11 September demanding an extraordinary general meeting (EGM).

    They had also sought the removal of long-standing directors and close associates of the Chandra family from the Board, including two independent directors Ashok Kurien and Manish Chokhani, and suggested a few names of their own. Both had submitted their resignations a day prior. Meanwhile, the new appointments are yet to be approved by the ministry of information and broadcasting (I&B).

    “Such tactics (of Invesco) must draw the attention of the government and Securities Exchange Board of India (SEBI) who should consider taking action against them,” said the Zee TV founder, highlighting that Invesco has not been transparent about their future course of action, especially after their proposed removal of Goenka as MD. “No ship can sail out in the sea without a captain, and no Company can function even a day without a sitting MD.”

    While Invesco remains adamant on the EGM, Zeel too is defending the company with equal vigour. On Wednesday, the company moved the National Company Law Appellate Tribunal (NCLAT) against the order passed by National Company Law Tribunal (NCLT) to submit its reply to the investors’ demand for an EGM. The media and entertainment company has also moved the Bombay high court seeking to declare the requisition as “illegal and invalid.”

    “The Board is independent, and it has taken the decision based on the counsel of their senior legal experts. If Invesco wants to take over the Company through such hideous routes, then, the Company will not let that happen,” he summed up.

  • Zeel-Invesco Tussle: NCLT seeks Zeel’s reply, next hearing on 7 Oct

    Zeel-Invesco Tussle: NCLT seeks Zeel’s reply, next hearing on 7 Oct

    New Delhi: The National Company Law Tribunal (NCLT) has asked Zee Entertainment Enterprises Ltd (Zeel) to file its reply to the petition filed by its investors –  Invesco Developing Markets Fund and OFI Global China Fund IIC and posted the matter for the next hearing on Thursday.

    One of its top investors–Invesco and OFI Global China Fund IIC had approached NCLT last week, after Zeel did not announce the date of an extraordinary general meeting (EGM) as sought by them through a requisition notice sent on 11 September. According to Invesco, the Company is mandated to honour the request of EGM if so demanded by shareholders who own more than 10 per cent of the stake in the Company.

    However, Zeel has not only expressed inability to convene the EGM, but it has also moved the Bombay high court against Invesco’s requisition notice, seeking to declare it “invalid”.

    “As per the decision taken by the Board of the Company, which was communicated on October 1, 2021, and as per their guidance, the Company has already moved to the Bombay high court to declare that the requisition notice sent by Invesco Developing Markets Fund and OFI Global China Fund LLC is invalid,” said the Zeel spokesperson. The Company further maintained that “it will continue to take all the necessary steps that are in the best interest of all its shareholders and as per the applicable law.”

    The investors 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 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 special 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). Last week, it informed the exchange filing that it will not convene the EGM, as the notice is “invalid and illegal.”