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Tag: Invesco

  • 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.”

  • 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.

  • Zee-Sony entity to generate close to $2 billion in revenue

    Zee-Sony entity to generate close to $2 billion in revenue

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) on 22 September announced its plans for a merger with Sony Pictures Networks India (SPNI). The merged entity will be the largest media and entertainment player in India with a scale close to $ two billion in revenue.

    In an investor call on Wednesday, Punit Goenka, who has been proposed as the managing director and chief executive officer of the merged entity for a period of five years, stated that “the primary objective will be growth for the company overall. Whether that will be for the digital or sports business that the new board of the merged company will decide,” according to a report by Moneycontrol.

    The merger was unanimously approved by the Zeel Board in a meeting held on Tuesday, where it evaluated the agreement on the financial parameters as well as the strategic value which SPNI brings to the table.

    “Condition for my appointment is the same as what has already been approved by the shareholders. There is no change to that. Any change in remuneration would be subject to board approval,” said Goenka.

    The companies have inked a non-binding term sheet that gives them 90 days to conduct mutual due diligence and come to an agreement that will also require shareholder approval. Post that the scheme will be presented to National Company Law Tribunal (NCLT) and Securities and Exchange Board of India (SEBI). Zeel noted that the Competition Commission of India (CCI) approval is also part of the process.

    According to Goenka, while CCI norms are different for different sectors, in this scenario, it will be a national-level evaluation and not a state-level evaluation. “The deal has been arrived at with Sony after months of negotiation and preparation. And I think we have a formidable real deal on the table today.”

    Sony has agreed to infuse $1.6 billion cash which will enable the merged entity to accelerate its digital platform and significantly invest in premium content including sports. Zeel had sold the Ten Sports franchise to Sony five years ago which will now become a part of the merged entity.

    On the matter of channel rationalisation, Goenka said that it will happen at a later date as each channel has its own unique viewership as well as programming. “The focus will be on maximising reach and viewership. Overlaps are there in Hindi-speaking markets of GEC and movies. But the content that exists on the platforms is unique and exclusive. So, the objective will be to maximise viewership and garner revenue rather than shutting down channels,” he added.

    The company has yet to reach out to shareholders like Invesco and LIC on the proposed transaction with Sony.

    In an annual general meeting (AGM) held on September 13, the largest shareholder of Zeel, Invesco Developing Markets Fund and OFI Global China Fund IIC, holding 18 per cent stake in the media company, called an extraordinary general meeting of the shareholders seeking to remove Punit Goenka, the sitting MD, and two more independent directors from the board of the company. The two independent directors Ashok Kurein and Manish Chokhani had submitted their resignations a day prior. The funds sought the appointment of their own six nominees on the board of Zeel.

    Zeel’s promoters had pared their stake in the company to four per cent to pay off debt worth Rs 13,000 crore.