On September 22, Zee Entertainment and Sony Pictures Networks India announced their merger, creating the country’s largest media company.
Zee Entertainment Enterprises Ltd on Friday said its board has rejected a request to convene an Extraordinary General Meeting (EGM) to discuss various issues, including the removal of shareholders, Invesco and OFI Global China Fund managing director Punit Goenka.
In its meeting held on Friday, the company’s board rejected the demand of minority shareholders and termed the demand as “invalid and illegal”.
“In its meeting held on October 1, 2021, the Board has concluded that the demand is invalid and illegal; and has accordingly expressed its inability to convene the Extraordinary General Meeting to Invesco Developing Markets Funds and OFI Global China Fund, LLC. said in a statement.
On Thursday, the Mumbai Bench of the National Company Law Tribunal (NCLT) had directed ZEEL to hold a board meeting to consider Invesco’s request to convene an EGM to discuss various issues.
US-based Invesco had filed a petition seeking reconstitution of the board with the convening of the EGM, removal of the company’s chief executive and managing director Puneet Goenka as well as two other directors and appointment of six new directors.
According to the company, the board comprising experienced professionals deliberated and discussed various legal and statutory implications of the demand notice.
The Board sought the opinion of independent counsel, legal experts, including senior retired Supreme Court judges, and assessed the matter in a fair and transparent manner.
“The Board has arrived at this decision citing various non-compliances under several laws, including guidelines of the Securities and Exchange Board of India, guidelines of the Ministry of Information and Broadcasting and key clauses under the Companies Act and the Competition Act, and this After taking into consideration the interests of all the shareholders and stakeholders of the company,” the statement said.
The petition filed by minority shareholders is to be heard by the NCLT on October 4.
OFI Global China Fund LLC together with Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) hold 17.88% stake in ZEEL.
Earlier this month, two investment firms had called an EGM, demanding the removal of Puneet Goenka as well as two other independent directors – Manish Chokhani and Ashok Kurian. Mr. Chokhani and Mr. Kurien have already resigned.
Invesco has also sought the appointment of six of its nominees – Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivas Rao Adepally and Gaurav Mehta – on the company’s board of directors.
Mr. Goenka is the son of the founder and chairman of Essel Group, Subhash Chandra.
On 22 September, ZEEL and Sony Pictures Networks India (SPNI) announced their merger, which would create the country’s largest media company.
The merged entity, in which SPNI’s parent company Sony Pictures Entertainment will invest $1.575 billion, will be a publicly listed company in India.
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