Zeel must get 'reasonable time' to reply to investors plea: NCLAT passes order

Zeel must get 'reasonable time' to reply to investors plea: NCLAT passes order

Zeel had moved NCLAT challenging NCLT’s order seeking its reply by Thursday


New Delhi: Zee Entertainment Enterprises Ltd (Zeel) should be given a “reasonable and sufficient opportunity” time to respond to the investors’ plea filed before the National Company Law Tribunal (NCLT), said the National Company Law Appellate Tribunal (NCLAT) on Thursday.

Zeel had approached the Appellate authority, challenging NCLT’s order which asked the Company to submit its reply to the investors' demand for calling an extraordinary general meeting (EGM) by Thursday, when its next hearing was scheduled.

The appellate tribunal stated that NCLT had made an "error" by not granting Zeel “reasonable and sufficient time for filing a reply…. This was a complete violation of NCLT Rules and Principles of Natural Justice,” said the two-member bench of the NCLAT and asked NCLT to proceed after hearing both parties. “We are of the opinion that reasonable and sufficient opportunity should be given to the appellants for filing a reply.”

The Appellate Tribunal also mentioned that "Section 98 of the Companies Act does not prescribe any limit and limitation on the learned NCLT to pass order within that time limit." However, it did not mention the amount of time that should be granted to the media conglomerate. 

Meanwhile, NCLT had deferred the hearing of the Zeel-Invesco case to Friday, citing the plea pending before the NCLAT.

Zeel spokesperson said that the company continues to have full faith in the Indian judicial system and will take all the necessary steps that are in the best interests of all its shareholders.  

Zeel’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC who together hold an 18 per cent stake had sent a requisition notice to Zeel on 11 September to call an EGM and discuss the removal of MD Punit Goenka. When Zeel did not announce the date of the EGM even after two weeks, the investors moved NCLT, citing provisions of the Company Law, according to which the Company is bound to call an EGM within a specific number of days, if the stakeholder demanding it owns more than 10 per cent stake in the Company.

The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.

The investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

Last week, Zeel Board refused to conduct the extraordinary general meeting (EGM) citing ‘shareholders interest’, and moved the Bombay high court seeking to declare the requisition notice as “illegal and invalid”.