Invesco on Monday asked the National Company Law Tribunal to appoint a former High Court judge to preside over the proposed Extraordinary General Meeting of Zee Entertainment to ensure fair proceedings.
The American investment firm, which wants Zee group promoter Punit Goenka out of the board, said the NCLT should compel Zee to hold the EGM. Invesco is seeking the removal of Goenka under Sections 100 and 98 of the Companies Act. The Zee board has termed the Invesco demand invalid and illegal. Zee has also filed a petition in the Bombay High Court seeking to quash Invesco’s demand.
Invesco’s legal counsel Mukul Rohatgi argued that it is out of the court’s jurisdiction to assess whether the matter in the agenda for the EGM is illegal or invalid. He said under Section 100 of the Companies Act read with Section 98, shareholders calling for an EGM only need to fulfil the requirement of being above 10 per cent.
Even if Zee’s legal contentions for the EGM hold, those must be addressed after the EGM takes place, where it can be assessed if the final decisions of the shareholders can be implemented under the law. Rohatgi said the American investment firm is within its rights to call a meeting of shareholders to at least vote on the proposal to oust Goenka.
While shareholders are free to call for an EGM on their own within 45 days of the requisition, Rohatgi said the American investor does not have the wherewithal to contact 2.5 lakh shareholders and hold the meeting, since they do not have their contact details and Zee has shown every intention of not cooperating to give them the required information.
The opposing counsel representing Zee was unable to make a counterargument since the hearing was suspended mid-session due to technical difficulties. The tribunal will now hear the matter on October 5.