The Bombay High Court on Tuesday temporarily restrained Zee Entertainment Enterprises’ top investor Invesco from calling a shareholder meeting, in a win for the TV network even as the media company, founded by Subhash Chandra almost 29 years back, also cancelled a board meeting slated to be held later this week.
American investment firm Invesco, which owns nearly 18 percent of Zee via two funds, wanted an extraordinary general meeting (EGM) of shareholders in a bid to oust Zee’s CEO Punit Goenka and suggested that six new independent board members be appointed.
The nomination of individuals for the board does not speak well of their independence, Justice G.S. Patel of the Bombay High Court observed in his 44-page order, adding that Invesco’s notice to remove Goenka “without proposing a replacement… puts Zee into a statutory black hole”, Reuters reported from New Delhi.
“Sometimes, it happens that a company must be saved from its own shareholders, however well-intentioned,” Justice Patel said.
Zee’s shares ended 4.3 percent higher after the Bombay High Court’s order.
Zee said in a statement that the court order was a big victory for all company stakeholders. Invesco did not respond to a request for comment.
The Bombay High Court, which last week proposed that Zee call a shareholder meeting, ruled in favour of the Indian TV network on Tuesday following arguments by its lawyer, including on maintaining a balance between executive and non-executive directors on the board.
Zee approached the Bombay High Court earlier this month seeking an injunction or restraining order against Invesco from taking any steps following its notice to the Indian company calling for an EGM.
Invesco’s calls for a shakeup at Zee over corporate governance comes at a time when the company is proposing a merger with the Indian unit (Sony Pictures Networks India or SPNI) of Japan’s Sony Group.
That move is set to create India’s biggest broadcaster but Invesco has raised concerns about options given to Zee’s founding family, which includes its CEO Goenka (the eldest son of Chandra), to raise their stake in the merged company to 20 percent.
The founding family of Zee currently owns 4 percent of its shares.
Zee Cancels Oct. 27 Board Meeting: In an another development, Zee has cancelled its board meeting scheduled on October 27 to discuss the unaudited financial results for the second quarter of the year ended on September 30.
“This is to inform that 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 standalone and consolidated basis for the 2nd quarter and half year ended September 30, 2021, has been cancelled due to lack of quorum. The next date of meeting will be duly informed with fresh notice,” Zee said in a filing with the stock market BSE.
The company further added that the trading window for dealing in securities of the company, which stands closed from October 1, 2021, in pursuance of Company’s Insider Trading Code, “shall remain closed till 48 hours after the announcement of un-audited financial results” of the company for the second quarter and half year ended September 30, 2021.
Earlier this month, Zee Entertainment Enterprises founder Chandra had alleged in a TV interview on Zee News that Invesco was hatching a hostile takeover and the call for an EGM or shareholders’ meeting was part of that plan.
Invesco denied the charge but said that earlier this year it tried to forge a deal between Zee and media companies owned by Reliance Industries, controlled by billionaire tycoon Mukesh Ambani.