Zee Entertainment moves NCLAT against minority shareholders' requisition for EGM

Zee Entertainment Enterprises Ltd on Wednesday approached the National Company Law Appellate Tribunal (NCLAT) 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 media major has challenged the orders of Mumbai-bench of the National Company Law Tribunal, which had on Tuesday directed Zee Entertainment Enterprises Ltd (ZEEL) to filed reply over the petition filed by its minority shareholders by October 7 (Thursday), the next date of hearing. Confirming the development, a ZEEL Spokesperson said: "The company has moved NCLAT in accordance with the due process available under the law." Last week, ZEEL had informed it had also moved the Bombay High Court against the requisition of minority shareholders.

"The company has also filed a suit in the Bombay High Court to declare that the requisition notice sent by Invesco Developing Markets Fund and OFI Global China Fund LLC is invalid," he added.

The company continues to have full faith in the Indian judicial system and will take all the necessary steps that are in the best interests of all its shareholders, the spokesperson added.

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.

Last week, the board of the company had rejected the minority shareholders’ demand and termed the requisition as "invalid and illegal".

"In its meeting held on October 1, 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.

The meeting was convened after the 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.

On Tuesday, NCLT had said the matter of the dispute is simple – whether the extraordinary general meeting (EGM) requisition is valid or not and it cannot give Zee Entertainment Enterprises ”weeks and weeks” of time for filing its reply to the same.

"Orders cannot be passed with an opportunity of filing a counter… and we are of the view that minimum opportunity time should be given," the NCLT had said while posting the matter on Thursday for next hearing.

U.S.-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.

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 $ 1.575 billion, will be a public listed company in India.

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