Zee Entertainment has moved the Bombay High Court requesting top investor Invesco’s demand for an Extraordinary General Meeting (EGM) as “illegal and invalid”. The Zee board has rejected request of shareholders, Invesco and OFI Global China Fund, to convene EGM to discuss various issues, including removal of Managing Director Punit Goenka.
The company in a stock exchange filing stated that it has filed a suit before the Bombay High Court under the ordinary civil jurisdiction (Civil Suit), inter alia requesting the Bombay High Court to declare that the requisition notice sent to the company by Invesco Developing Markets Fund and OFI Global China Fund LLC (shareholders of the company) is illegal and invalid.
Zee’s board rejected the minority shareholder’s demand and termed the requisition as “invalid and illegal”. In an official statement, the company said in its meeting held on 1st October 2021, the board has arrived at a conclusion that the requisition is invalid and illegal; and has accordingly conveyed its inability to convene the EGM to Invesco Developing Markets Funds and OFI Global China Fund, LLC.
The Mumbai bench of the National Company Law Tribunal on Thursday had directed ZEEL to hold a board meeting to consider Invesco’s request for convening an EGM for discussing various issues. The US-based Invesco had moved a petition seeking convening of an EGM, removing the company’s Chief Executive and Managing Director Punit Goenka as well as two other directors, and reconstituting the board with the appointment of six new directors.
According to the company, the board comprising experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. The board sought the opinions of independent counsel, legal experts, including senior retired Supreme Court judges and evaluated the matter in a fair and transparent manner. The statement said 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 & Competition Act, and after taking into account the interests of all the shareholders and stakeholders of the company.
Invesco and OFL Global China Fund hold 17.88% stake in ZEEL.