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US investor Invesco on Wednesday approached the National Company Law Tribunal (NCLT) against Zee Entertainment Enterprises Ltd for failing to announce a date for the extraordinary general meeting (EGM) to remove Zee’s chief executive and managing director, Punit Goenka, as a director and reconstitute the board.
The Mumbai bench of NCLT has listed the case for hearing on Thursday.
Dhruve Liladhar and Co. is representing Invesco, while Trilegal is representing Zee, according to two executives familiar with the development. Both law firms declined to comment on the development.
“The company’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted us to file a petition before NCLT to enforce our rights as shareholders to call for this EGM,” said a spokeswoman for Invesco.
“On 11 September, we sent an EGM requisition letter to Zee, exercising our rights as ordinary shareholders to protect shareholder value in the company. This initiative, which is unique in the history of our fund, was taken with the belief that a newly constituted board elected by its shareholders would be foundational in reviving the long-term health of the business,” said Invesco. “On 23 September, we reiterated our call for an EGM in a letter to the board of directors of Zee.”
Under the current rules governing listed firms, a company has three weeks to announce a date for an EGM from the day it receives such a request from an investor who holds at least 10% shares. Invesco is Zee’s largest shareholder, owning 17.88% through Invesco Developing Market Fund and OFI Global China Fund Llc.
Invesco’s first letter dated 11 September, demanding an EGM, was received by Zee on 12 September. This means Zee has until 2 October to announce a date for an EGM.
If Zee fails to announce a date for an EGM by this weekend, then starting next week, Invesco can announce a date for a meeting, which can be held after three weeks. At the EGM, Invesco can ask shareholders to vote on its proposal to sack Goenka and induct six new independent directors on the board of Zee. Considering Zee still had time to announce the EGM, it is not clear why Invesco took Zee to the adjudicating body.
In response to a query, a Zee spokesperson said its board remains committed to acting within the framework of the law and is focused on enhancing the company’s growth and shareholder value. “It is in the process of taking the required steps within the statutory period. The company does not wish to comment on any impulsive or premature steps taken by Invesco Developing Markets Funds and OFI Global China Fund, LLC.”
“We have a long history of making long-term investments in many world-class companies that have emerged in India. Our tenure as shareholders in Zee reflects this commitment, and we continue to believe that the business is valuable, whether on its own or in alignment with a strategic partner. The deep bench of talent within Zee and in the Indian media industry has helped shape our view that any such transitions, if required, can be properly managed. As shareholders, we will continue our efforts to establish a fully staffed, independent and strengthened board at Zee,” said Invesco.
“We deeply admire and respect the shareholder safeguards embedded in India’s corporate legal framework. Our latest petition before the NCLT is intended to ensure that these safeguards are upheld so as to give shareholders of Zee a voice in choosing the governing board that will take Zee into a brighter future.”
Still, there are some who continue to question Invesco’s move to approach the NCLT.
“It looks more like grandstanding,” a person who advises Zee on legal matters said on condition of anonymity.
Some experts believe the move could backfire on Invesco. “You have taken the matter to NCLT, and if tomorrow NCLT decides that the matter will be discussed a later date, and if it takes time, Zee can always tell Invesco that I was keen to hold an EGM, but you (Invesco) took the matter before them, and so until they arrive at a decision, we cannot hold an EGM,” a second person said on condition of anonymity.
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