Zee Entertainment moves HC against minority shareholders requisition for EGM

NEW DELHI, (PTI): Zee Entertainment Enterprises Ltd on Saturday said it has moved the Bombay High Court against the requisition of minority shareholders, Invesco and OFI Global China Fund, to convene an Extraordinary General Meeting (EGM) to discuss various issues, including removal of Managing Director Punit Goenka.

The company has filed a civil suit before the high court requesting to declare the requisition notice sent to it as ”illegal and invalid”.

The development comes a day after the board of Zee Entertainment Enterprises Ltd (ZEEL) rejected the request of shareholders.

”The company has filed a suit before the Hon’ble High Court of Judicature at Bombay High Court under the ordinary original civil jurisdiction (CivilSuit), 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,” said Zee Entertainment in a regulatory update.

Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) along with OFI Global China Fund LLC hold 17.88 per cent stake in ZEEL.

On Friday, the board of the company had rejected the minority shareholders’ demand and termed the requisition as ”invalid and illegal”.

”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 Extraordinary General Meeting to Invesco Developing Markets Funds and OFI Global China Fund, LLC,” ZEEL had said.

On Thursday, the Mumbai bench of the National Company Law Tribunal (NCLT) had directed ZEEL to hold a board meeting to consider Invesco and OFI Global China Fund’s request for convening an EGM for discussing various issues.

While posting the minority share holder’s plea on October 4 for the next hearing, a two-member NCLT bench had asked to consider the requisition for EGM made by minority shareholders positively, while complying with the Companies Act.

US-based Invesco and OFI Global China Fund – had moved a petition seeking convening of the 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.

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

Invesco has also sought the appointment of six of its own nominees on the board of the company – Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli and Gaurav Mehta.

Goenka is the son of Zee Founder and Chairman of Essel Group Subhash Chandra.

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

The merged entity, in which SPNI’s parent company Sony Pictures Entertainment would infuse USD 1.575 billion, will be a publicly listed company in India. (PTI)