NCLT committed error by not granting more time to Zee to file reply: NCLAT

NCLT committed an error by not granting Zee Entertainment sufficient time for filing reply to Invesco’s plea to convene an EGM, said National Company Law Appellate Tribunal (NCLAT) on Thursday.

The National Company Law Tribunal (NCLT) has been directed by the appellate tribunal to allow Zee reasonable and sufficient opportunity to file reply.

NCLT order directing Zee to reply within two days violated principles of natural justice, said NCLAT.

Section 98 of the Companies Act does not prescribe any time limit on NCLT to pass order, said NCLAT.

ZEEL moved the appellate tribunal after the NCLT on October 5 (Tuesday) directed the company to reply to Invesco’s petition by October 7 (Thursday).

On Tuesday, the NCLT had directed ZEEL to respond to Invesco’s requisition for holding the meeting by October 7.

The petition seeking convening of the EGM has been filed by minority shareholders — Invesco and OFI Global China Fund. Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) along with OFI Global China Fund LLC hold 17.88 per cent stake in ZEEL.

They have moved the plea seeking convening of the EGM, removing the company’s Chief Executive Officer and Managing Director Punit Goenka as well as two other directors, and reconstituting the board with the appointment of six new directors.

During the proceedings before the NCLAT, senior advocate Navroz Seervai asked for more time for ZEEL to file a reply to the petition and said it would be a “travesty of justice” and a “violation of natural justice” if more time is not granted for the company.

The NCLT has given the company just 36 hours to file reply and tried to convert an “ad interim” matter into a final one, while the law permits 90 days to file a reply over such notice, Seervai said.

He was supported by advocate Arun Kathpalia, appearing for independent directors of ZEEL, who said the NCLT’s direction seeking the company’s reply by October 7 was a gross abuse of law.

However, senior advocates — Mukul Rohatgi and Janak Dwarkadas — representing the minority investors said that when the petition was filed, and even during the hearing, the company did not ask for time.

Rohatgi also said that ZEEL’s petition before the appellate tribunal was “abuse of legal process” as they have time to file a 400-page long suit before the Bombay High Court but not to reply to Invesco’s petition, and was now seeking extra time.

Last week, ZEEL had moved the Bombay High Court against the petition of the minority shareholders. Besides, ZEEL board had rejected the minority shareholders’ demand and termed the requisition as “invalid and illegal”.

Amid the spat, Zee Chairman Emeritus Subhash Chandra on Wednesday asked Invesco to make an open offer and take over the company if it wants, and also said that the investment firm was acting in a clandestine manner.

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