Ahead of fundraise vote, Subhash Chandra urged shareholders to ignore proxy bias

Just a few days before Zee failed to secure shareholder approval for its resolution to issue fully convertible warrants to promoter group entities, Founder and Chairman Emeritus Dr. Subhash Chandra had made a direct and passionate appeal to shareholders, urging them to exercise their right to vote, regardless of stance. It happened after some proxy firms raised red flags, advising shareholders not to vote for the fundraise.

Speaking during Zee’s first-ever ‘Ask Me Anything’ (AMA) webinar held on July 3—exactly a week ahead of the July 10 vote—Chandra underlined the importance of active shareholder participation, especially from retail investors, who collectively hold around 55% of the company.

“I request you that whenever there is any resolution put up to the shareholders, you kindly must vote,” Chandra said. “I’m not saying you should vote for or against it—but you must vote. It is not just your right, it is your responsibility.”

Zee’s proposed resolution sought to raise Rs 2,200 crore via convertible warrants issued to the promoter group, aiming to fortify the company’s balance sheet amid an evolving media and tech landscape. However, the special resolution failed to garner the required 75% shareholder approval, allegedly due to proxy advisors recommending a ‘no’ vote, citing concerns around valuation and governance.

Without naming firms directly, Chandra offered a sharp rebuke of such advice.

“I should not have said this but today I want to say that our learned proxy advisors and sometimes some analysts also… have their own reason and their own point of view… This can be their personal bias,” he said. “Nothing is better than making your own decision in your own interest because you are the investor, you have put money, the proxy advisor has not put money,” he said.

The AMA webinar was part of a larger push by Zee’s leadership to boost transparency and engagement with its vast base of retail shareholders—now numbering over 700,000. Chandra and the board have announced that such forums will be held quarterly, after every earnings announcement, to provide a direct line of communication between the management and shareholders.

“The retail shareholder is the real owner of the company,” he added. “This platform is meant for you.”