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."
Media major Zee Entertainment Enterprises Ltd (ZEEL) has cancelled its board meeting, scheduled to be held on Wednesday for considering the results for the July-September quarter, due to lack of quorum. In a regulatory filing on Tuesday, ZEEL said, "A meeting of the Board of Directors of the Company, which was scheduled to be held on Wednesday, October 27, 2021, inter alia, to consider and approve the unaudited financial results of the Company both on a standalone and consolidated basis for the 2nd quarter and half year ended September 30, 2021, has been cancelled due to lack of quorum." The development comes at a time when the company is battling it out the single-largest shareholders Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) and OFI Global China Fund LLC that together hold 17.88 per cent and have been pressing for an extraordinary general meeting of shareholders for removing managing director Punit Goenka, besides opposing ZEEL's proposed merger deal with Pictures Network India (SPNI).
At its meeting held on Friday, the company's board rejected the minority shareholders' demand and termed the requisition as "invalid and illegal". "In its meeting held on 1st October 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 said in a statement.
Two investment firms, together accounting for 17.88 per cent of the paid-up share capital of Zee Entertainment Enterprise Ltd (ZEEL), have sought the removal of the current managing director Punit Goenka from the board of the company. The two investment firms are -- Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) and OFI Global China Fund LLC, the largest shareholder of ZEEL. The two firms have called an extraordinary general meeting of shareholders seeking to remove Punit Goenka.
Investment firm Invesco Developing Markets Fund, the largest shareholder in Zee Entertainment Enterprises, on Thursday said it will support the Zee-Sony merger deal and has decided not to pursue the call for ZEEL EGM to remove managing director and CEO Punit Goenka and two independent directors. The company said it will support the merger of Zee and Sony, contending the "deal in its current form has great potential for Zee shareholders" but added if it is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM. Two days after the Bombay high court ruled that Invesco's call for EGM was legally valid, the investment firm in a statement said, "Since we announced our intention to requisition an EGM and add six independent directors to Zee's Board of Directors, Zee has entered into a merger agreement with Sony.
The Bombay high court on Tuesday granted an interim injunction against Zee Entertainment Enterprise Ltd's (ZEEL) largest shareholder Invesco, restraining the latter from going ahead with the requisition of an extraordinary general meeting (EGM) seeking removal of the ZEEL MD and CEO Punit Goenka. A single bench presided over by Justice Gautam Patel said, "I have granted an injunction to the respondents." A detailed order of the court is awaited.
As the feud continues between Zee and Invesco, appellate body NCLAT on Thursday directed the National Company Law Tribunal (NCLT) to give reasonable opportunity to the media major to reply to Invesco's plea for holding a meeting of shareholders, and also remarked that the tribunal made an "error" by not providing sufficient response time. With the order capping a day of fast legal developments at the NCLAT as well as the NCLT within a span of a little over an hour, the spat between Zee Entertainment Enterprises Ltd (ZEEL) and minority shareholder Invesco will now come up for hearing before the NCLT on Friday. Invesco is seeking the ouster of ZEEL MD and CEO Punit Goenka and appointment of six new directors on its board.
In an open letter to Zee's shareholders, Invesco, which holds a 7.74 per cent stake in the firm, reiterated its demand for an overhaul of the media group's board and that it would pursue extraordinary general meeting (EGM) to oust chief executive Punit Goenka and two other directors. Last month, Sony Group Corp's India unit signed a non-binding offer to buy Zee.
In the continuing battle between the promoter family and Invesco, ZEEL said its MD and CEO Punit Goenka has informed its board about a proposal made by Invesco about the merger, under which Strategic Group would hold majority stake but he was offered to be appointed as MD and CEO of the merged entity besides offering 4 per cent stake. In a regulatory filing, ZEEL alleged that Invesco's stance in their Open Letter that they "will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders" runs contrary to the very deal Invesco was proposing itself a few months ago.
Sony Pictures Networks India Pvt Ltd (SPNI) and Zee Entertainment Enterprises Ltd (ZEEL) on Wednesday said they have signed definitive agreements for their merger following conclusion of an exclusive negotiation period during which both parties conducted mutual due diligence. In a joint statement, the two companies said they have "signed definitive agreements to merge ZEEL with and into SPNI and combine their linear networks, digital assets, production operations and program libraries". The agreements follow the conclusion of an exclusive negotiation period during which ZEEL and SPNI conducted mutual due diligence, it added.
Invesco, the single largest shareholder of Zee Entertainment Enterprises Ltd (ZEEL), on Wednesday said it had tried to facilitate a possible deal between Reliance and the company but refuted claims it had pushed for the transaction at a lower valuation. The latest statement from Invesco comes a day after ZEEL chief Punit Goenka told the company's board that Invesco had come with a proposal in February for a merger with certain entities owned by a large Indian group (Strategic Group) with inflated valuation "by at least Rs 10,000 crore". In a statement on Wednesday, Invesco mentioned that Reliance was the large Indian group.
Leading media firms Zee Entertainment and Sony Pictures on Wednesday said they have received in-principle approval for a merger that will combine both companies' linear networks, digital assets, production operations and programme libraries.
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Zee Entertainment last week witnessed shareholder activism that saw an open call for the ouster of promoters and the incumbent management led by Punit Goenka. Besides, Dish TV also faced a similar call earlier this month. The trouble at Zee Entertainment can be gauged from the fact that this is a unique company wherein the promoters own just 3.99 per cent, but fully control the firm.
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