Zee’s promoter gambit runs into resistance ahead of voting day

Proxy consulting firms stated that the pricing, the justification for collecting funds with warrants and the selection of the financial vehicle as the main reasons for their suggestions.

Zee spokesman argued that the company’s decision was taken to the interests of the shareholders by an experienced board of directors, rejected the suggestions of consulting firms by proxy.

On June 18, the Media Company’s Board 2,237 Crore “> approved the upgrade La2.237 Crore from two supportive assets LaEach commandment will be transformed into a share of equity when used for the next 18 months. One quarter of the total should be paid in cash and during the rest of the conversion.

As of March 31, IIAS argued that Zee had cash and treasury investments. LaIt did not need 2,410 Crore and additional fund infusion.

“Considering this significant liquidity, the reason for additional capital increases-non-extending shareholders, considering this significant liquidity, 15% diligent in the expanded capital base for non-disconnecting shareholders,” he wrote.

The sound opposed the pricing of warrants based on a formula proposed by the Indian securities and the stock exchange board, which took into account the previous stock price movement, as it did not take into account the price movement at the end of the 18 -month exercise period.

Zee’s share price has increased continuously since it sank to the lowest level of 12 months LaIn March 89.29. Stocks on Friday La144.25 over BSE.

Ingoven chose to take into account the methods of gathering alternative donation, such as a qualified corporate share or rights problem, where new equity shares were given to shareholders rather than a long exercise window.

A rotating door on Zee’s board

IIAS and Ses also suggested that the shareholders should not approve the appointment of Saurav Adhikari and Divya Karani to the Zee board of directors. On November 29, Adhikari was appointed as a non -executive director and an independent director on January 23rd.

Zee said that the shareholders should be approved for the appointments of the Board of Directors of the companies listed in the sounds of the companies listed in the sound of the audio on July 8, and violated the three -month window.

However, IIAs said that their appointments are compatible with legal requirements. “However, we do not support the appointments of the Board of Directors because of our concerns about the registry of the board of the board of shareholders.”

If the shareholders reject their appointments, Adhikari and Karani launched the board of Zee in the last three years, including Chandra’s son Punit Goenka, who could not secure the approval of the shareholders to continue as a manager. He continues to be Zee’s CEO.

IIAS, “… The Board protected Punit Goenka, allowing him to continue to lead the company if not on the board. As a result, the Board ignored the voice of the shareholders,” he said. “Considering these past actions, we question the independence of the decision of the Board’s decision and express concerns that it may not act for the benefit of the shareholders.”

The Proxy Advisor also challenged the basis of Zee’s supporters in the context of recent challenges, including a struggle between shareholders and supporters.

Zee’s spokesman, the Board, the company’s investment bank JP Morgan after the evaluation of the growth plans of the two -supporting organizations approved the provision of preferential warrants, he said.

“Considering its strategic benefits and commitment from the supporter group, the company believes that funding from the supporters is a preferred way.” He said.

The spokesman added that the increase in the supporter shares will enable Zee’s interests to receive a long -term investor that is compatible with the company’s strategic growth plans and provides continuity in leadership.

Sözcü also said that they did not give certain or relevant points to justify the proposals of Adhikari and Karani.

Ingovern suggested to approve Adhikari’s appointment, but they should question the resignation of the shareholders from the board of directors of Zee and later with days. Adhikari was appointed to the Board on November 15, but on November 28, he resigned in front of the company’s annual meeting, but was re -appointed the next day.

Why are recommendations important?

The opinions of Proxy consultants assume their importance in case of ZEE, as 96% of the company shares are kept by public investors. Approximately 39%of this is arranged by domestic and foreign corporate investors, including HDFC Investment Fund (3.66%), Icıcı Stencil Investment Fund (3.04%), Indian Life Insurance Company (4.49%) and Norway Government Labor Fund Global (3.86%).

Corporate investors usually vote for the decisions of the company while relying on the recommendations of proxy consultants.

Zee requires at least 75% shareholder approval for special decisions on the warrant problem and Karani’s gathering appointment. ADHİKARİ requires 50% shareholder approval for approval.

The lack of a larger share in Zee was a bitter point because there was a difference of ideas for the Subhash Chandra Group.

In the meantime, the shareholders are not satisfied with the control of the company, despite the small stake of the supporters.

Following Japan’s failing with Sony Group Corp. with Indian entertainment, Zee launched a return plan to reduce costs and double growth -oriented investments.

Zee is developing new business units to expand its audience and increase income flows, according to an investor presentation published this month. This includes micro dramas, content created by user, live activities, Edutainment and developing sports.

The company also explores acquisitions or strategic partnerships in high -growing businesses such as digital and music.