[ad_1]
Justice GS Patel, after hearing arguments from both sides adjourned the matter to October 26 for the pronouncement of the order.
Appearing for ZEE, senior advocate Gopal Subramanium argued that the requisition brings illegality since the shareholders have not taken prior approval from the Ministry of Information and Broadcasting (MIB), and it is also in the violations of various rules and guidelines of SEBI, MIB and the Competition Commission of India (CCI).
“They (Invesco) want to remove the MD and CEO of the company and wants to appoint six independent directors on the board of the company and the shareholders are saying the LODR (Listing Obligations and Disclosure Requirements) regulations are merely guidelines, which is totally incorrect,” argued Subramanium.
The counsel for the ZEE further argued that “MIB mandates prior approval of the ministry before the changing directors and all the mandatory provisions are not optional in character.”
Zee-Invesco dispute: Bombay HC to pronounce order on Oct 26
The Bombay High Court on Friday said it will pronounce its order in the Zee versus Invesco dispute on Tuesday after Zee Entertainment Enterprises said that it will not be able to call an extraordinary general meeting of shareholders as it would be ‘illegal’.
Echoing this, senior advocate Kapil Sibal, appearing for ZEE MD and CEO Punit Goenka, argued that a listed company can’t have a board without MD and CEO.
“The underlying theme of the Companies Act is a fiduciary duty towards the shareholders and the board is bound to take action keeping whatever is best in the interest of shareholders,” argued Sibal.
Janak Dwarkadas, senior counsel appearing for Invesco, countered the view by submitting that Section 430 of the Companies Act is clear that no civil court shall have jurisdiction to entertain any suit or proceedings in respect of any matter which the tribunal (NCLT) or appellate tribunal (NCLAT) is empowered to determined.
“I have a statutory right to call for a shareholders meeting and according to me, this is not a stage at which the High Court should be troubled like this,” argued Dwarkadas. “This is a corporate democratic process. I (Invesco) have moved to the NCLT and the tribunal has the power to decide on this case. They can argue there that the requisition will result in illegality.”
On September 11, Invesco had first sent a requisition notice to the ZEE board, seeking removal of Goenka, along with two other directors, from the company’s board.
Invesco also sought induction of six new independent directors on the board.
While the two other directors – Manish Chokhani and Ashok Kurien – have since resigned, the ZEE board, on October 1, declined the requisition notice, calling it invalid due to multiple legal infirmities and filed a civil suit in the Bombay high court.
On Thursday, the court had suggested to the ZEE counsel to consider the EGM request and inform the decision today.
[ad_2]
Source link