Invesco’s requisition notice "invalid and illegal", says Zeel amid calls for EGM

Invesco’s requisition notice "invalid and illegal", says Zeel amid calls for EGM

The company said it will take necessary action in shareholders' interest as per law


Mumbai: The Board of Zee Entertainment Enterprises Ltd (Zeel) on Friday said Invesco's requisition notice is “illegal and invalid” and it has conveyed its inability to convene the extraordinary general meeting (EGM) to both the investors.

The decision was taken in a meeting of the Board held on Friday.

“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 said in a statement.

The decision came a day after the National Company Law Tribunal (NCLT) asked the media and entertainment company to convene an EGM as per law. The Tribunal was hearing a plea filed by one of the largest shareholders of Zeel, Invesco which had sought its intervention in the matter.

NCLT had observed that it is the "mandate of the law" that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal had stated on Thursday.

Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “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, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

The company cannot comment on any future actions since the matter is sub-judice, it added further.

Invesco Developing Markets Fund 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).