[Zee-Invesco dispute] NCLT defers hearing after NCLAT reserves orders on Zee's appeal

The National Company Law Appellate Tribunal (NCLAT) today reserved orders on an appeal moved by Zee Entertainment Enterprises Limited for more time to respond to applications before the National Company Law Tribunal (NCLT), Mumbai, that seek for an Extraordinary General Meeting (EGM) to be convened on a requisition moved by Invesco Developing Markets Fund..The NCLAT Bench of Justice Jarat Kumar Jain, (Judicial Member)) and Dr. Alok Srivastava, (Technical Member) informed that the order on Zee's appeal would be pronounced and uploaded today. .The Bench said that they would not be deciding the case on merits, but would peruse all NCLT orders passed in the matter to take a call on Zee's appeal. ."We are not deciding matter on merit. We will only see the order sheets and sequence of events in order sheets only. We direct that all the order sheets in this matter be mailed to us. We will consider and pass the order", the Bench orally informed as the hearing came to a close earlier today. .The NCLT, Mumbai, meanwhile, was slated to take up the application for an EGM later in the day at 2.30 pm. After the senior counsel informed that the NCLAT had reserved orders in the appeal challenging the NCLT's October 5 order, the Bench headed by Acting President Bhaskara Pantula adjourned the hearing until 2.30 pm tomorrow. .On October 5, the NCLT had given Zee two days to file its counter-affidavit to the applications before it, moved by Invesco and OFI Global China Fund. The Bench had declined to give more time to file this response, opining that it was a simple matter that did not need weeks and weeks for a reply to be filed. This October 5 order was challenged before NCLAT by Zee. .Arguments made in NCLAT.Appearing for Zee, Senior Advocate NH Seervai reiterated arguments earlier made before the NCLT earlier this week that the case before NCLT was only at an interim stage and that it was erroneously and abruptly coverted into a final hearing. .There was a gross miscarriage of natural justice in so converting an ad interim hearing into a final hearing, he said. As such, he asserted that more time should be given for Zee to respond. ."The heavens are not going to fall. We only asked for one week. Surely some time should be given, otherwise, there is a travesty of justice!", he told the NCLAT..His arguments were supported by Senior Advocate Sudipto Sarkar and Advocate Arun Kathpalia, who appeared for independent directors of Zee and the Managing Director, Punit Goenka. ."No notice has been issued to us even once by NCLT. No notice under Rule 37. At the threshold, we said we have some preliminary objections ... We are being ambushed by them! We are not even being allowed to reply? and NCLT gives 36 hours!... NCLT without hearing us says it is a simple matter without hearing us and says it is "tactical". We must be given time, otherwise it is a gross abuse of justice.. this should not be permitted to happen", Kathpalia argued. ."(NCLT) Order records it is a 'simple matter.' NCLT heard Mr Dwarakadas and Mr Rohatgi at length. After hearing one side, NCLT said it is was a 'simple matter' ... Litigants must have some confidence in the system. It cannot operate in this manner", Sarkar said. .Disputing this stance, Senior Advocate Mukul Rohatgi, appearing for Invesco, and Senior Advocate Janak Dwarakdas argued that no request was made for time to respond in the earlier NCLT hearing of September 30. .The senior counsel submitted that it was only in the last NCLT hearing (October 5), after both Rohatgi and Dwarakdas finished their submissions, that time was sought. The senior counsel also reiterated their stance that there was no distinction between interim relief and final relief in the present case, contrary to Zee's stance. ."There is no ad-interim or interim or final ... this interim, ad interim business is a bogey! ... It is absurd that a meeting for 2 lakh shareholders will be called as 'interim relief'... Day before, NCLT passes order asking them to reply, and says the matter is going to be taken up in the afternoon. They filed this appeal yesterday. They can file an appeal today, they can file suit in Bombay, they can mention without notice to us, and now they say I want more time! All our case does is asking for meeting .. This appeal should be rejected with costs, it is an abuse of process of court .. You (Zee) are abusing your position filing suits, appeals, but not filing a reply which you could have done by 1 pm today!", Rohatgi contended. ."Mr Rohatgi started arguments (on October 5), they did not say they want time ... Right at the end, they say they want time to file a reply, then they are blaming the NCLT?", Dwarakdas questioned. .The NCLAT's order in the appeal is expected to be pronounced and issued later this evening. .On September 11, 2021, Invesco had put a requisition to the Zee Board of Directors to hold an EGM on the ground that it felt that the company was not running as smoothly as desired. It was suggested that certain new directors come on the board in order to safeguard its interests..[Invesco v. Zee] Zee objects to “final relief” being sought in NCLT at interim stage