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Bombay High Court’s Stay on EGM: Here’s Invesco’s Arguments against the same

Legal Correspondent: Saura Patil

December 13, 2021: The week before, Invesco Developing Markets Fund ended its argument in the Bombay High Court over a contest to the single judge's ruling granting an interim injunction to the benefit of Zee Entertainment Enterprises Ltd.

The arguments were heard by a division bench comprising of the Hon’ble Justices SJ Kathawalla as well as Justice Milind Jadhav. On October 26, the court of appeal granted an injunction in favor of Zee Entertainment restricting Invesco to respond to its September requisition and organize an extraordinary general assembly.



Invesco and OFI Global China Fund LLC, two foreign institutional investors which jointly have a 17.88% stake in the media firm and are in an argument with Zee Entertainment's board, Chief Executive and Managing Director officer Punit Goenka. The two funds are trying to remove Goenka and to appoint six new independent directors through an EGM.

Here are the key arguments presented by Invesco in opposition to the stay order in the form of submitted submissions in writing and the hearings:

· A Single Judge Has No Jurisdiction to grant Stay

· EGM Requisition Only Can be Tested Using Numerical Thresholds, Procedure

· NRC Approval not required

· EGM Does Not Impact MIB Approval

· Stockholders' EGM Resolution Not Be Discredited

Another question that was discussed was: Do Courts examine the legality of Shareholder Resolutions? The single judge reached this conclusion after consulting an U.K. decision under the U.K. Companies Act, 2006, which states that a resolution is correctly moved at a meeting, unless it could in the event of its passing, be unenforceable.

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