Zee moves Bombay HC against Invesco requisition for EGM

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Zee Entertainment Enterprises Ltd on Saturday pitted the Bombay High Court against lead investor Invesco and OFI Global China Fund LLC’s request for an Extraordinary General Meeting (EGM) to discuss various issues, including the removal of the CEO Punishes Goenka.

“… The company has filed a complaint with the Bombay High Court of Justice (Bombay High Court) under the original ordinary civil jurisdiction (Civil Costume), including asking 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 said in a regulatory filing today.

On Friday, Zee’s board of directors rejected a request by shareholders, Invesco and OFI Global China Fund to hold an EGM calling the requisition “invalid and illegal.”

“At its meeting on October 1, 2021, the Board of Directors came to the conclusion that the requisition is invalid and illegal; and accordingly communicated its inability to convene the extraordinary general meeting to Invesco Developing Markets Funds and OFI Global China Fund, LLC, ”ZEEL said in a statement.

Zee Entertainment Enterprises Ltd shares fell more than 2% on Friday after the announcement.

The stock plunged 2.44% to close at ??295.55 on BSE. During the day it fell 6.12% to ??284.40. On the NSE, it fell 2.42% to close at ??295.85.

On Thursday, the Mumbai bench of the National Company Law Tribunal (NCLT) ordered ZEEL to hold a board meeting to consider Invesco’s request to convene an EGM to discuss various issues.

The American company Invesco had filed a petition calling for the convening of the EGM, removing the chief executive officer and managing director of the company, Punit Goenka, as well as two other directors, and reconstituting the board of directors with the appointment of six new directors. .

According to the company, the board of directors made up of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice.

The board sought the advice of independent lawyers, legal experts, including senior retired Supreme Court judges, and assessed the case in a fair and transparent manner.

“The Board of Directors arrived at this decision by referring to various non-compliances under several laws, including guidelines from the Securities and Exchange Board of India, guidelines from the Ministry of Information and Broadcasting and key clauses of the law on companies and the law on competition, and after taking into account the interests of all shareholders and stakeholders of the company, ”said the press release.

The petition filed by the minority shareholders is due to be heard by the NCLT on October 4.

Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) and OFI Global China Fund LLC hold 17.88% of ZEEL’s capital.

Earlier this month, the two investment firms had called for the EGM seeking to dismiss Punit Goenka along with two other independent directors – Manish Chokhani and Ashok Kurien. Chokhani and Kurien have already resigned.

Invesco also called for the nomination of six of its own candidates to the company’s board of directors – Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli and Gaurav Mehta.

Goenka is the son of the founder of Zee and chairman of the Essel Group Subhash Chandra.

On September 22, ZEEL and Sony Pictures Networks India (SPNI) announced their merger, which will create the country’s largest media company.

The merged entity, into which SPNI’s parent company Sony Pictures Entertainment is reportedly contributing $ 1.575 billion, will be a publicly traded company in India.

With contributions from agencies

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