Zeel moves Bombay HC against Invesco’s requisition notice

Zeel moves Bombay HC against Invesco’s requisition notice

The company said the requisition notice is ‘illegal and invalid’


Mumbai: Zee Entertainment Enterprises Ltd (Zeel) has moved the Bombay high court against two of its top investors -  Invesco Developing Markets Fund and OFI Global China Fund IIC seeking the court’s intervention in declaring the requisition notice sent by them as “illegal and invalid”.

Zeel informed the stock exchange that "there are no expected financial implications on the company that may arise as a result of this civil suit, except legal costs".

Both the investors together hold an 18 per cent stake in the media company. In a special notice sent to Zeel on 11 September, the two had called 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 Boardroom tussle intensified last week when Invesco moved the National Company Law Tribunal (NCLT) highlighting Zeel's failure to make any announcement regarding the EGM. The Tribunal had then directed Zeel to convene the EGM as per law.

The request for EGM was, however, turned down by Zeel board on Friday, terming the requisition notice sent by its investors as “illegal and invalid”. “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.

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 had until October 2 to announce a date for an EGM. 

However, Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “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.  

Apart from Goenka’s exit, 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.

Meanwhile, the media and entertainment company also marked 29 years of its foundation on Saturday, “Back then, a lot of people thought it was a bold and impossible idea, but the power of patience and perseverance has paid off and we are here celebrating the glorious milestone,” MD Punit Goenka said. “As we step into the 30th year of the company, we stay committed to many more successful years filled with glory, growth, and profitability.”