NCLT responds to Invesco’s plea, directs Zeel to convene EGM

NCLT responds to Invesco’s plea, directs Zeel to convene EGM

The company will take necessary action in the shareholders' interest as per law, says Zeel


Mumbai: The National Company Law Tribunal (NCLT) on Thursday asked Zee Entertainment Enterprises Ltd (Zeel) to convene an extraordinary general meeting (EGM) as per the law. One of the largest shareholders of Zeel, Invesco had moved NCLT earlier this week against Zeel’s failure for not yet announcing a date for the EGM.

While hearing Invesco's plea, NCLT 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 added.

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.

Responding to the development, Zeel spokesperson said the Board of the company is scheduled to meet as per the statutory time allotted in relation to the matter. "The Company will continue to take all the actions needed in the interest of the shareholders as per law," the spokesperson added.

One of the largest shareholders of Zeel, 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 funds 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).

Invesco had earlier stated that Zeel's failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted it to file a petition before NCLT to enforce its rights as shareholders to call for this EGM.