Subhash Chandra vs Sebi

(2), (ii) (7), (iii) (3), (iii) (6) (iii) (7) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

20154. By the impugned order, SEBI has restrained the

appellant from holding the position of a Director or a Key

Managerial Position („KMP‟ for short) in companies,

namely, ZEEL, Zee Media Corporation Ltd, Zee Studios

Ltd, Zee Akaash News Pvt. Ltd or subsidiary companies.

Feeling aggrieved, the appellant has filed this Appeal.

2. There is delay of 100 days in filing the appeal. The

memorandum of appeal is accompanied by a

miscellaneous application seeking condonation of delay.

The grounds pleaded by the Appellant seeking

condonation of delay are as follows:-

 the appellant regularly travels to participate in

various social purposes;

 the appellant had medical appointments between the

date of passing of the impugned order and filing this

appeal;

4 LODR Regulations 4

 the appellant had to change his advocates.

3. SEBI has strongly opposed the Misc. Application

for condonation of delay.

4. Brief facts of the case are;

 Appellant was a Non-Executive Director and

Chairman of ZEEL. On September 4, 2018,

appellant had provided a „Letter of Comfort‟ („LoC‟

for short) to the Yes Bank for the credit facilities of

Rs.200 Crores availed by Essel Green Mobility.

Based on the LoC Yes Bank adjusted the Fixed

deposit of Rs.200 Crores of ZEEL for meeting the

liabilities of seven related/associated entities of

ZEEL.

 

 On September 30, 2019, ZEEL had written to Yes

Bank, seeking justification for Rs.200 Crores

"missing" from its relevant account. 5

 Subsequently, the related/associated companies

transferred amounts to ZEEL claiming to repay the

amounts due from them, which the Yes Bank had

adjusted against ZEEL‟s Fixed Deposit during the

period between September 26 and October 10,

2019.

 SEBI conducted an investigation regarding the

events leading to the resignation of the independent

directors and subsequently an ex-parte ad-interim

order dated June 12, 2023 was passed by the Whole

Time Member of the SEBI. 

 





5. We have heard Shri Pradeep Sancheti, learned

Senior Advocate for the Appellant and Shri Darius

Khambatta, learned Senior Advocate for Respondent on

condonation of delay in filing this appeal.

6. Shri Pradeep Sancheti for the appellant submitted:-

 the appellant frequently travels for the purpose of 6

attending various social welfare events, meetings and

discussions. During the relevant period i.e. August-

December 2023, the appellant was actively

participating in various social welfare programmes, in

Haryana, Delhi and Uttar Pradesh. The appellant

decided to change his advocates and the transition took

some time as the records were bulky and pertaining to

events which were more than four years old. Further

due to the closure of courts during intervening

holidays such as Diwali vacation from November 11,

2023 to November 25, 2023 and Christmas vacation

from December 25, 2023 to January 1, 2023, the

appellant was unable to seek legal advice due to

unavailability of lawyers. In the circumstances, there

was delay in filing this Appeal.

 The appellant had to undergo regular medical tests and

frequently visited doctors.

 This Appeal is fully covered by the order of this 7

Tribunal in Punit Goenka v. SEBI5 and the said order

has not been challenged by the SEBI.

 That the delay occurred in filing the Appeal is due to

unavoidable circumstances, which were beyond

appellant‟s control and the same are unintentional.

 That there has been no malafide or deliberate attempt

on appellant‟s part to prolong and/or protract the

proceeding.

In support of his submissions he relied upon Ningappa

Thotappa Angadi v. Special Land Acquisition Officer6

and prayed to condone the delay of 100 days in filing

the Appeal.

7. Opposing the application for condonation of delay, Shri

Darius Khambatta, learned Senior Advocate for the SEBI

submitted:

 That the appeal is time barred with a delay of 100 days.

5 Appeal No. 714 of 2023 decided on 30.10.2023 6 Ningappa Thotappa Angadi v. Special Land Acquisition Officer (2020) 19 SCC 599 8

 Appellant‟s reliance on the judgment in Ningappa

Thotappa Angadi (Dead) through Legal

Representatives v. Special Land Acquisition Officer is

not applicable as it relates to exercise of special

plenary powers by Hon'ble Supreme Court of India

under Article 142 of the Constitution of India.

 That the appellant has not denied his knowledge

regarding the Impugned Order during the period of

limitation, i.e. 45 days from the date of the Impugned

Order.

 That the appellant has cited a completely vague reason

for delay in filing the appeal pleading that he was

travelling for "some" social purpose, without any

particulars about the nature or the purpose, his

whereabouts, total period of absence etc. Thus, the

appellant has not at all substantiated his plea for

condonation with any evidence whatsoever. 9

 That the appellant was well aware of the SEBI‟s

ongoing investigation against him because on 12th June

2023, SEBI had passed an ex-parte Interim Order

against the appellant and his son, Mr. Punit Goenka.

Thereafter, the appellant preferred an appeal against

the SEBI‟s Interim Order and this Hon‟ble Tribunal has

upheld the ex-parte order and issued timelines within

which the SEBI was required to pass the confirmatory

order. Thus, the appellant was fully aware of the

approximate timelines within which the impugned

order would be passed.

 The appeal is not covered by this Tribunal‟s order

dated 30th October 2023 as it is amply made it clear by

this Tribunal that the observations made therein are

prima facie in nature.

 That, while the appellant‟s son, Mr. Punit Goenka

preferred an appeal against the impugned order, the

appellant deliberately refrained from filing any such 10

appeal.

8. Shri Khambatta submitted that the reasons seeking

condonation of delay are not only insufficient but also

patently incorrect. Appellant‟s conduct exudes complete

negligence and there are no legal or adequate reasons

warranting condonation of delay. With these submissions,

respondent prayed for dismissal of the Misc. application as

also the appeal. In support of his contentions, the

respondent relied on Basawaraj v. Special Land Acquisition

Officer, (2013)7; Presha Metallurgical Ltd v. SEBI8, and

Zafar Younus Sareshwala v. SEBI9 and Anand Prasad

Agarwalla v. Tarkeshwar Prasad.10

9. We have carefully considered the rival contentions

and perused the records.

10. Undisputed facts of the case are, appellant has

challenged the order dated August 14, 2023 passed by 7 Basawaraj v. Special Land Acquisition Officer, (2013) 14 SCC 81, para 9-15 8 Presha Metallurgical Ltd v. SEBI 2021 SCC Online SAT 738 , Para 10-15 9 Zafar Younus Sareshwala v.s SEBI 9(SAT Order dated 14 July 2022), para 4-9 10 (2001) 5 SCC 568, para 6 11

Chairman, SEBI. The very same order was challenged by

appellant‟s son, Shri Punit Goenka in Appeal No.714 of

2023. SEBI has strongly opposed the delay in filing this

appeal contending inter alia that appellant has not shown

sufficient cause for condonation of delay.

11. Therefore, the point for consideration is whether

the cause shown by the appellant is sufficient to condone

the delay?

12. Admittedly, appellant was a Non-Executive

Director and Chairman of Zee Entertainment Enterprises

Ltd.

13. The causes shown by the appellant for the delay in

approaching this Tribunal are, that he was travelling to

participate in various social purposes, he had medical

appointments and he had decided to change his advocates.

14. Shri Sanchetti, learned Senior advocate for the 12

appellant, has placed reliance on Ningappa Thotappa

Angadi (Dead) through Legal Representatives v. Special

Land Acquisition Officer v. Special Land Acquisition

Officer and Another and contented that appellant‟s case is

similar to Punit Goenka decided by this Tribunal. He

contended that in similar circumstances the Apex Court

has condoned the delay. In reply, Shri Khambatta

submitted that it was an order passed under article 142 of

the Constitution.

15. In Ningappa it is noted that some of the affected

landowners had filed SLPs and the same were allowed.

The appellants therein approached the Apex Court

belatedly. While allowing the appeal, it is observed by the

Apex Court that in the matters concerning grant of

compensation parity aspect was being considered.

16. Shri Khambatta has placed strong reliance on two

authorities Basawaraj and Anr. Vs. Special Land 13

Acquisition Officer11 and Pathapati Subba Reddy (Died) By

L.Rs. and Others v. Special Deputy Collector12.

17. In Basawaraj, it is held that:

"9. Sufficient cause is the cause for which defendant could not be blamed for his absence. The meaning of the word "sufficient" is "adequate" or "enough", inasmuch as may be necessary to answer the purpose intended. Therefore, the word "sufficient" embraces no more than that which provides a platitude, which when the act done suffices to accomplish the purpose intended in the facts and circumstances existing in a case, duly examined from the view point of a reasonable standard of a cautious man. In this context, "sufficient cause" means that the party should not have acted in a negligent manner or there was a want of bona fide on its part in view of the facts and circumstances of a case or it cannot be alleged that the party has "not acted diligently" or "remained inactive". However, the facts and circumstances of each case must afford sufficient ground to enable the Court concerned to exercise discretion for the reason that whenever the Court exercises discretion, it has to be exercised judiciously. The applicant must satisfy the Court that he was prevented by any "sufficient cause"

from prosecuting his case, and unless a satisfactory explanation is furnished, the Court should not allow the application for condonation of delay. The court has to examine whether the mistake is bona fide or was merely a device to 11 (2013) 14 SCC 81 12 (2024) SCC Online SC 513 14

cover an ulterior purpose.

(emphasis supplied)

18. Thus, the applicant ought not have acted in a

negligent manner or there was want of bonafide on his part.

He must satisfy the Court that he was prevented by any

sufficient cause from prosecuting his case, and unless

satisfactory explanation is furnished the Court should not

allow the application for condonation of delay.

19. In Pathapati Subba Reddy after considering various

authorities right from Ramlal, Motilal and Chhotelal v.

Rewa Coalfields Ltd.,13 it is held that the law of limitation

is based upon the public policy and there should be an end

to the litigation by forfeiting the right of remedy rather than

the right itself and that delay is not to be condoned merely

because some other persons have been granted relief.

20. It is also noted in Pathapati Subba Reddy that a

13 AIR 1962 SC 361 15

Court cannot grant exemption from limitation on equitable

consideration as held in Maqbul Ahmad and Ors. vs. Onkar

Pratap Narain Singh and Ors14. The Court has time and

again repeated that when mandatory provision is not

complied with and delay is not properly, satisfactorily and

convincingly explained, it ought not to condone the delay

on sympathetic grounds alone.

21. We may record that in Basawaraj and Patapatti

Subba Reddy cited by Shri Khambatta the Apex Court was

dealing with the aspect of „sufficient cause‟ and held that, if

the delay is not convincingly explained, the same ought not

to be condoned. In Ningappa cited by the appellant, it is

held thus:

"The afore-cited view has been consistently followed by this Court in a series of cases before and after the decision in Dhiraj Singh's (dead) case (supra). In Imrat Lal & Ors. v. Land Acquisition Collector & Ors., 2014 14 SCC 133, it was observed that the delay in filing the Special Leave Petition cannot be the reason to deny just and fair compensation to the claimants. This

14 AIR 1935 PC 85 16

Court observed that a liberal approach should be adopted in such like matters."

22. Thus, Ningappa pertains to land acquisition and the

SLPs filed by similarly situated claimants were allowed. In

contradistinction in the case on hand the appellant is

alleged to have violated the provisions of SEBI LODR

Regulations and the ground of parity cannot be considered.

Therefore, the said authority does not lend any support to

appellants case.

23. In para 4 of the misc. application for condonation of

delay, the appellant has stated thus:

"4. The Appellant travels frequently for the purposes of attending various social welfare events, meetings and discussions. It is submitted that when the Impugned Order was passed, the Appellant was travelling for some social welfare purposes. As soon as the Appellant returned to Mumbai, he contacted the advocates and consulted upon the matter.

5. Upon having various discussions with the advocates, the Appellant was advised to challenge the Impugned Order before this Hon'ble Tribunal and get it quashed. Therefore, accordingly the Appellants instructed their 17

Advocates to draft and file an appeal against the Impugned Order."

24. In para 8 of the application it is stated that the delay

has occurred due to unavoidable circumstances.

25. The appellant has also filed an affidavit dated

November 13, 2024 furnishing the details of his travel

itinerary and it reads as follows:

Sr. Date Particular No. 1 August 12, The Appellant was travelling outside Mumbai

2023-August 23, and visited Delhi, Noida and other 2023 neighbouring areas. He also participated in the Tiranga Yatra at Hisar.

2 August 23, The Appellant was travelling outside the country 2023-August 26, to Dubai.

2023 3 August 28, The Appellant was travelling outside Mumbai and 2023-September visited Delhi, Noida and other neighbouring areas. 2, 2023 He also participated in various events and participated in the inauguration of the Handball Training Centre at Village Satrod, Hisar. 4 September 10, The Appellant visited Delhi, Noida and other 2023 neighbouring areas. He also visited Bharat Mandapam and the G-20 Summit.

5 September 12, The Appellant was travelling outside the country 2023-September to Tajikistan (Dushanbe). 13, 2023 6 September 14, The Appellant visited Lucknow and travelled to 2023-September other neighbouring areas for some 17, 2023 meetings/events.

7 September 23, The Appellant visited Delhi, Noida and other 2023-October 2, neighbouring areas. During his visit there he took 2023. part in various social welfare events such as the Agroha Dham Yatra, the Yuva Mitra Mandal Program at Jind and the Women Empowerment Life Skill certificate distribution program at Hisar. 8 October 16, The Appellant travelled to Bhopal and thereafter 2023-October visited Delhi and other neighbouring areas. He 25, 2023 also participated in various meetings, events etc. 18

9 October 26, The Appellant visited Keshod.

2023 10 October 31, The Appellant visited Delhi, Noida and other 2023-November neighbouring areas and participated in various 4, 2023 meetings, events etc. 11 November 11, Closure of courts on account of Diwali Vacation. 2023-November 25, 2023 12 November 13, The Appellant visited Delhi, Noida and other 2023-November neighbouring areas. During his visit, he attended 25, 2023 official meetings including a meeting at Teen

Murti Bhavan with a few political figures and also attended the Rasam Pagadi Ceremony of a distant relative.

13 November 29, The Appellant travelled to Delhi, Noida and other 2023-December neighbouring areas. He also participated in an 5, 2023 event December 5, organised in lieu of International Disability Day.

14 December 7, The Appellant visited Ahmedabad for some 2023 meetings. 15 December 11, The Appellant visited Delhi, Noida and other 2023-December neighbouring areas and participated in various 15, 2023 meetings/events. 16 December 19, The Appellant, while being in Mumbai, attended 2023 to certain meetings and a social gathering. 17 December 25, Closure of courts on account of Christmas 2023-January 1, Vacation. 2023 18 January 2, 2024- The Appellant visited Bhopal. He also met with

January 5, 2024 the Minister of Urban Development and the Chief Minister of Madhya Pradesh 19 January 5, 2024 The Appellant returned to Mumbai from Bhopal and contacted his advocates and filed the appeal.

26. According to the appellant he had medical

appointments on following dates.

Sr. Date Particulars No. 1. August 14, The Appellant visited Dr. Anant Joshi for the 2023 treatment of knee pain.

2. September 6, The Appellant had an appointment with Dr. Anant 2023 Joshi

3. October 31, The Appellant had an appointment with Dr. Niraj 2023 Rathod from the Breach Candy Hospital Trust. 19

4. November 25, The Appellant visited Dr. Arvind Kumar at the All 2023 India Institute of Medical Sciences.

5. November 27, The Appellant underwent various medical tests, as 2023 advised, at the Breach Candy Hospital Trust.

27. Shri Khambatta rightly pointed out that in his

sworn affidavit, appellant has stated that he was travelling

outside Mumbai between August 12 and 23, 2023. In the

same affidavit appellant has mentioned that he had visited

Dr. Anant Joshi on August 14, 2023 and it is impossible

for a person to be present in Delhi and Mumbai

simultaneously. He is correct in his submission because

in one breath the appellant has stated that he was outside

Mumbai and in the other breath he has pleaded that he

had visited Dr. Anant Joshi in Mumbai. Though the

appellant has produced Dr. Anant Joshi‟s prescription

dated 14.08.2023, no travel records are produced to

demonstrate that he had visited Mumbai on 14.08.2023.

It is relevant to note that he has produced the boarding

passes dated 20th, 23rd, 28th August, 2023, 2nd

September, 2023 and few other dates. Suffice to note that 20

there is no evidence to show that he was in Mumbai on

14.08.2023. Thus, the appellant has stated incorrect facts

in his sworn affidavit.

28. A combined reading of the application for

condonation of delay and the affidavit dated November

13, 2024 shows that appellant was negligent with regard

to filing of this appeal. Applying the settled principle of

law to the facts of this case, we may record that appellant

who was a Non-Executive Director and Chairman of a

large business corporation cannot be heard to say that his

travel schedules for social purposes, some medical

appointments in between the date of passing of the order

and the filing the appeal; and his decision to change the

Advocates has caused delay in filing this appeal.

29. In our considered view, there is no sufficient cause

to condone the delay by exercising our discretionary

jurisdiction. In the result, the said Misc. application for 21

condonation of delay is dismissed. Consequently, the

appeal stands dismissed.

30. No costs.

Justice P.S. Dinesh Kumar Presiding Officer

Ms. Meera Swarup Technical Member

Dr. Dheeraj Bhatnagar Technical Member

02.05.2025 RAJALA Digitally by signed

RHN KSHMI NAIR RAJALAKSHMI H

Date: 2025.05.02 H NAIR 13:15:15 +05'30'