Punit Goenka, promoter and CEO of Zee Entertainment, told the NCLT on Friday that Invesco’s real intent behind seeking an extraordinary general meeting was to not only take control of the media company but also sabotage the proposed merger with Sony Pictures.

“Invesco’s sudden and abrupt issuance of the requisition notice seeking my removal from the board of directors of Zee Entertainment smacks of malafides and motivated action. Invesco is not acting in the interest of Zee and/or the public shareholders at large,” Goenka said in an affidavit filed on Friday.

Conversation transcripts

Goenka has also reproduced transcripts of the conversation he had with representatives of Invesco earlier this year in relation to a merger proposal from Reliance Industries. While Invesco has claimed that it was only a facilitator, Goenka’s affidavit reveals that the deal was presented to the Zee promoter as fait accompli. It also shows that Invesco wanted Goenka to lead the merged entity if he agreed to the deal with Reliance.

The affidavit reveals that the Invesco representative was confident about Goenka’s leadership skills yet sought removal of Goenka citing corporate governance issues. “The allegation of corporate governance being the trigger for their actions, or the deal not progressing on grounds that warrants were demanded by me or the promoter group is a bogey.”

“In reality, the Applicants (Invesco) are camouflaging their true motives to interfere and change the management of Zee at the behest of a third party (Reliance), in order to take control and achieve their self-serving goals while positioning their action as a matter of ‘corporate governance,” Goenka said.

The Zee promoter further said that ever since the merger with Sony was announced Invesco has been focussing on eroding shareholder value; rather than enhancing it. “Clearly, for a fund seeking returns, there is opacity and subterfuge at play,” he said.

According to Goenka the commercial terms offered by Sony India to Zee are far more beneficial to the public shareholders than the proposed deal with Reliance. “If the real intention of Invesco was to act in the interest of Zee and its members, Invesco after getting to know about the Sony deal would have in part or whole withdrawn the Requisition Notice ( for calling the EGM),” Goenka said.

He added that the requisition notice has caused disruption to the business of Zee Entertainment and any further unnecessary and unjustified turmoil would lead to a mass exodus of the company’s carefully nurtured talent pool and employees