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Tag: EGM

  • Zee shareholders reject preferential issue of fully converible warrants to promoter group

    Zee shareholders reject preferential issue of fully converible warrants to promoter group

    MUMBAI: Minority shareholders of Zee Entertainment Enterprises Ltd (Zeel) have voted against a proposal to issue fully convertible warrants to promoter group entities on a preferential basis. The special resolution, proposed at an extraordinary general meeting (EGM) held on 10 July 2025, failed to secure the necessary majority.

    The EGM, chaired by R Gopalan, commenced at 11:00 a.m. IST and concluded at 12:25 p.m. IST. The company had provided both remote e-voting and e-voting facilities during the meeting for its shareholders.

    According to the scrutinizer’s report, 59.5140 per cent of the total valid votes cast were in favour of the resolution, while 40.4860 per cent were against it. For a special resolution to pass, the votes cast in favour must be at least three times the votes cast against it. As this condition was not met, the resolution failed.

    A company spokesperson for Zeel acknowledged the outcome, noting that 60 per cent of participating shareholders supported the resolution and expressed gratitude for their backing. The spokesperson also stated that the board and management respect the decision of the remaining shareholders and remain focused on maximising and safeguarding shareholder value.

    The company highlighted its ongoing efforts to improve performance and profitability, particularly in boosting margin profile and reducing losses within the digital segment. Zeel intends to continue leveraging its cash reserves and entrepreneurial spirit to build a strong foundation, address market shifts, and outperform competition. The board’s guidance will further fortify the company against unforeseen events and drive growth and investment in technology and innovation.

    The total number of shareholders on the cut-off date (3 July 2025) was 653,378. A total of nine promoter and promoter group shareholders and 114 public shareholders attended the meeting via video conferencing/other audio-visual means. The resolution involved the “issue of fully convertible warrants to the promoter group entities on preferential basis.”

  • Zee gets Glass Lewis nod for Rs2,237 crore promoter warrant issue

    Zee gets Glass Lewis nod for Rs2,237 crore promoter warrant issue

    MUMBAI: Global proxy advisory firm Glass Lewis has thrown its weight behind Zee Entertainment’s plan to issue up to 169.5 million convertible warrants to its promoter group, giving the broadcaster a crucial endorsement ahead of its 10 July EGM. The deal, priced at Rs132 per warrant, could fetch Zee a much-needed Rs2,237 crore war chest.

    The preferential allotment—to Sunbright Mauritius Investments and Altilis Technologies, both part of Zee’s promoter stable—will see a 25 per cent upfront payment, with the balance due within 18 months. The warrants convert into equity on a 1:1 basis and would dilute existing share capital by about 15 per cent, which Glass Lewis termed “reasonable.”

    The firm said the proposal clears Sebi’s rulebook on pricing and fairness and raised no governance red flags. Zee says the funds will back strategic expansion, bolster liquidity in an increasingly brutal media market, and fund acquisitions in high-growth niches.

    Despite lacklustre stock performance—down 28.4 per cent over the past year and 29.7 per cent over three—Zee has retained a solid ESG profile. Sustainalytics rates its ESG risk as low, while ESG Book places it in the 90th percentile for governance among broadcasters.

    But the proxy adviser flagged one weak link: cybersecurity. BitSight ranks Zee in the bottom five per cent of the entertainment sector. Although the firm has had no major data breaches in 18 months, its digital ramp-up puts it at risk, Glass Lewis warned.

    Public shareholders hold more than 95 per cent of Zee’s equity. Big names include Sprucegrove (5 per cent), LIC (4.63 per cent), and Norges Bank (3.95 per cent), with support from mutual funds and institutions likely to be decisive.

    The EGM will be held virtually, and the record date was 3 July. If passed, the resolution would help Zee reset its balance sheet and fire up its strategic ambitions in streaming and beyond.

  • Invesco to sell up to 7.8 per cent stake in Zeel

    Invesco to sell up to 7.8 per cent stake in Zeel

    Mumbai: After extending support to the Zee-Sony merger, Zee Entertainment Enterprises Ltd’s (Zeel) single-largest shareholder Invesco on Wednesday said that it will divest up to 7.8 per cent stake worth Rs 2,200 crore in the media conglomerate via a block deal on 7 April.

    The investment firm said three funds managed by its developing markets investment team, including Invesco, will sell up to 7.8 per cent of the share capital of Zeel to align exposures to the firm with other funds managed by the team.

    Invesco further said after the proposed sale, the three funds managed by its developing markets investment team will continue to own in aggregate at least 11 per cent of Zeel.

    “It underscores the investment team’s belief that the Sony deal in its current form has great potential for Zeel shareholders. The three funds are launching a bookbuild transaction on Wednesday to sell the shares,” Invesco said in a statement.

    “The purpose of this transaction is to align these funds’ exposures to Zee with other funds managed by the investment team and to achieve an aggregate ownership position in the company that is more in line with the investment team’s portfolio construction approach,” it added.

    Last month, Invesco extended support to the Zee-Sony merger deal and decided not to pursue the call for an EGM of Zeel to remove MD and CEO Punit Goenka and two independent directors.The company however maintained that if the deal is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM.

    In December 2021, Sony Pictures Networks India (SPNI) and Zeel signed definitive agreement for merger of Zeel into SPNI following the conclusion of an exclusive negotiation period during which both parties conducted mutual due diligence.

    At that time Invesco along with OFI Global China Fund LLC, which together hold about 17.9 per cent stake in Zeel, had opposed the deal.

    When the merger deal was announced in September 2021, the two networks had stated that Sony would invest $1.575 billion and hold 52.93 per cent stake in the merged entity and Zee the remaining 47.07 per cent.

    Under the terms of the definitive agreements, SPNI will have a cash balance of $1.5 billion at closing, including through infusion by the current shareholders of SPNI and the promoter founders of Zeel.

    Zee chief executive Punit Goenka will lead the combined company as its MD and CEO.

    The merged entity will become India’s second-largest entertainment network by revenue with 75 TV channels along with two video streaming services — Zee5 and SonyLIV. It will also house two film studios — Zee Studios and Sony Pictures Films India and a digital content studio (Studio NXT).

    When it is completed Sony Pictures Entertainment Inc will indirectly hold a majority 50.86 per cent of the combined company and the promoters (founders) of Zeel will hold 3.99 per cent, while the other Ze shareholders will hold a 45.15 per cent stake.

    In July 2019, Subhash Chandra-led Essel Group had roped in existing investor Invesco Oppenheimer to raise its stake in flagship Zee Entertainment Enterprises by another 11 per cent for Rs 4,224 crore.

     

  • 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: 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.”

  • ‘Will safeguard Zee and its future’: Punit Goenka on Zeel-Invesco tussle

    ‘Will safeguard Zee and its future’: Punit Goenka on Zeel-Invesco tussle

    Mumbai: In a new development, Zee Entertainment Enterprises Ltd (Zeel) managing director and chief executive officer has publicly spoken regarding the company’s ongoing boardroom battle with its investor, Invesco Developing Markets Fund.

    “We will ensure that no one maligns the intrinsic value of this company for their own benefit, and I continue to pursue this in the best interest of all our shareholders and at immense personal costs,” stated Goenka.

    Referring to the merger proposal with media business under Reliance Industries in February-March, he wrote that the reason for disclosing the series of communications exchanged between Invesco and the board of directors of Zeel was “to bring the truth out in the interest of all our stakeholders.”

    According to Goenka, the valuation attributed to the media entities under Reliance was inflated by Rs 10,000 crore and as a result, felt that the deal would result in a loss for shareholders of the company.  

    “My attention was on the imbalance observed in the valuation and how it was not in the best interest of our shareholders. The only reason I did not agree to the proposal was that the shareholder value was getting compromised,” he added.

    Goenka acknowledged the stance taken by Invesco but noted that “communications pertaining to such proposals are always well-documented, and they speak to the contrary.”

    On a personal note, he questioned Invesco’s intentions on the basis of their actions and asked pertinent questions, “Why didn’t Invesco make its plans public earlier? Does good corporate governance only apply to corporates and not their institutional investors?”

    He affirmed his faith in the Indian judicial and regulatory system and said that under the guidance of his legal counsel he would take the “required steps to safeguard Zee and its future.”

    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 moved a requisition petition with the National Company Law Tribunal (NCLT) to call for an EGM.

    The next Bombay high court hearing is scheduled for 21 October and the next NCLT hearing is scheduled for 22 October.

  • 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.