As many as 50.45% shareholders were against Goenka being reappointed as Director, whereas 49.54% of shareholders voted in favour, according to the exchange filing.
“Resolution No. 3 (re-appointment of Goenka as Director) failed to get requisite majority of votes as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,” the firm said in the exchange filing.
Zee sources have told CNBC-TV18 that since Goenka had anyway relinquished his MD position on November 18 and expressed the intent to continue only as CEO, the same continues for him.
Therefore, the regulatory filing also stated that following the resignation of Goenka as MD and withdrawal of his consent for re-appointment to the post, the resolution proposing his re-appointment became infructuous.
Zee AGM came more than a week after Goenka stepped down as the MD of Zee while deciding to continue as the company’s CEO. He had also then agreed to remain on the board as a director, according to the company’s press release on November 18. Zee stated that the move was aimed at allowing Goenka to focus exclusively on operational responsibilities assigned by the board.
According to a Moneycontrol report earlier this month, analysts explained that ZEEL’s institutional shareholders, including domestic mutual funds and foreign portfolio investors (FPIs), were to play a critical role in determining Goenka’s continuity.
Under the Companies Act, his reappointment requires a simple majority, giving institutional investors significant influence. Public shareholders, including LIC, ICICI Prudential MF, Vanguard, and Norway’s Government Pension Fund Global, collectively hold 96% of ZEEL shares, with Sebi regulations requiring institutional votes on board appointments.
Analysts had suggested that the vote will reflect confidence levels among shareholders regarding ZEEL’s governance and future.
The development comes at a time when Goenka, whose family owns around 4% of ZEEL and retained the management control yet, has faced investor scrutiny on multiple fronts, including the failed $10-billion merger with Sony, which would have established ZEEL as part of one of India’s largest media conglomerates.
The merger, agreed upon in December 2021, fell through in early 2024, disappointing many shareholders. However, ZEEL and Sony have now settled all merger-related legal claims, with no outstanding liabilities as of August.
