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Tag: OFI China Global Fund LLC

  • Sebi cautions Zeel for taking ‘considerable time’ to disclose Invesco notice

    Sebi cautions Zeel for taking ‘considerable time’ to disclose Invesco notice

    Mumbai: Post its board meeting on 11 November, Zee Entertainment Enterprises Ltd (Zeel) has notified the Bombay Stock Exchange of a caution letter issued by the Securities and Exchange Board of India (Sebi) on 21 October. The regulator cautioned Zeel for taking “considerable time” to disclose the requisition notice sent by its shareholders Invesco Developing Markets Fund and OFI Global China Fund LLC.

    On 11 September, the two shareholders sent a notice to Zeel to call for an extraordinary general meeting of shareholders to pass a resolution reconstituting the board. Sebi’s letter indicates that Zeel took more than the stipulated 24 hours to disclose the notice and began the verification exercise after nearly 36 hours.

    “Considering the gravity of the contents of the letter, such verification mail could have been sent by the company at the start of the business day itself on 13 September while simultaneously initiating their independent process of verification of their records,” noted Sebi.

    “Since the disclosure had bearing on on-going e-voting; due to overlapping resolutions in the letter and the AGM; as a good governance practice the company should have disclosed the said letter within 24 hours of receipt of the letter,” it added.

    Sebi has cautioned the company to exercise due diligence in ensuring the timeliness of disclosures. The letter stated that “any such aberration in the future would be viewed seriously and appropriate action would be taken.”

    Zeel and its majority shareholder Invesco are embroiled in a boardroom battle after the investor sought to remove long-standing members of the board and its managing director and chief executive officer Punit Goenka. The matter is currently being heard by the Bombay high court and the next hearing is scheduled for 29 November.

  • 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.