Zeel-Invesco Tussle: Mandatory for Zeel to call an EGM, Invesco tells NCLT

  •  October 4,2021 By IndianTelevision Team

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.