BackZee Entertainment agrees to consider Invesco’s EGM demand
Bombay HC assures that the outcome would be kept on hold for a weekThe investor has demanded Zee hold an EGM and ask shareholders to vote on its recommendations of removing Goenka
PremiumMUMBAI : Zee Entertainment Enterprises Ltd agreed, after a nudge from the Bombay high court, on Thursday to consider Invesco’s demand to convene a special shareholders’ meeting after the court assured that the outcome would be kept on hold for a week during which it could review the legality of the resolutions recommended by the US fund manager.
The broadcaster’s counsel Gopal Subramaniam told the single-judge bench of Justice G.S. Patel that it would inform the court about the date it plans to convene an extraordinary general meeting (EGM) on Friday.
“This is not a fight between requisitionist (Invesco) and the board (of Zee). It is for the shareholders to determine," observed Justice Patel. “You can’t have a situation that I as the board tell the shareholders that because of the result of illegality, I won’t call the meeting. By all means, you can canvas at the EGM, persuade them."
Justice Patel said that asking the court to adjudicate on a shareholder resolution will set a ‘ferociously dangerous precedent’, denying the democratic rights of shareholders.
“The order that Zee seeks is in the teeth of a statutory provision (provisions of the Companies Act, 2013). I can’t see if the resolution is going to be passed, and I don’t see why I should presume it will be passed. If the resolution is passed, the best we can do is ask that it should not be acted upon for a week," said Justice Patel.
Thursday’s development is a victory for Invesco Developing Markets Fund, which first demanded an EGM in a letter dated 11 September to the board of India’s largest publicly traded broadcaster.
“If I have to bring the analogy of a tennis match, I’ll say after today’s proceedings in the Bombay high court, it is 40-30 in favour of Invesco," said an executive at a proxy advisory seeking anonymity. “What remains to be seen is if the EGM will be called before Zee convenes the shareholders’ meeting to put the planned merger with Sony to vote."
The two companies have said they will complete the due diligence within 90 days, which means by around 22 December they should be in a position to sign a binding agreement. There is always a possibility that both companies could speed up this process, and shareholders could be asked to vote on the deal earlier than what the two companies would have planned. That could help the promoter of Zee retain control because there is a higher chance of promoter retaining control if shareholders approve the deal, than say the promoter facing shareholders in an EGM."
Invesco, which owns 17.88% shares in Zee, is unhappy over how the current board and managing director Punit Goenka, son of founder Subhash Chandra, has run the company. Chandra owns 3.99% shares in the company.
The investor has demanded Zee hold an EGM and ask shareholders to vote on its recommendations of removing Goenka and inducting six independent directors.
Until now, Zee has rejected Invesco’s demands, calling them illegal, and filed a petition before the Bombay high court to adjudicate on the validity of Invesco’s demand.
Last month has been a rollercoaster ride for Zee’s investors, analysts, proxy advisory firms as both sides have levelled allegations against each other.
The first salvo was fired by Zee, which 10 days after it received Invesco’s letter demanding an EGM, announced on 22 September that it had signed a non-binding agreement to be bought by Sony Pictures Networks India.
A week later, Invesco dragged Zee to a company court to force Zee to honour the laws governing listed companies, which requires a public company to announce a date for an EGM within three weeks after an investor with at least 10% shares makes such a demand. But, even as the National Company Law Tribunal heard arguments, Zee founder Chandra took to television and made a teary-eyed appeal to regulators and to the government to stall what he said was a hostile takeover by a foreign company.
Last week, Zee, in one of its half a dozen disclosures made to the exchanges, said that Invesco was pushing for a board reconstitution after Goenka had rebuffed the American investor’s demand to agree to merge with an unnamed Indian business group. Invesco later disclosed that it had facilitated negotiations between Reliance Industries Ltd and Zee, but the deal fell through.
Still, it is not a given that Zee will indeed give a date to hold an EGM on Friday; instead, the company could challenge the observation of the single-judge bench and file a petition before a larger three-judge bench at the Bombay high court, according to an executive familiar with the development.
Mint could not independently ascertain if Zee is looking to appeal and file before a larger bench.
Unlock a world of Benefits! From insightful newsletters to real-time stock tracking, breaking news and a personalized newsfeed – it's all here, just a click away! Login Now!
