Zee Entertainment Enterprises Limited vs Bse Limited

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.82 OF 2023 In the matter of Zee Entertainment Enterprises Ltd Appellant Vs BSE Ltd & Anr Respondent For Appellant:Mr. Mukul Rohtagi, Sr. Advocate, Mr Krishnendu Datta, Sr. Advocate, Mr Nitesh Jain, Mr. Rajat Jariwal, Ms Vatsala Kumar, Mr Abhishek Iyer, Mr Aniruddha Banerji, Mr. Keshav Sehgal, Mr Rahul Gupta, Advocates. For Respondent: Mr Surekha Raman, Advocate for R1. Mr. Pranav Sarthi, Advocate for R2. ORDER

26.05.2023: Heard Mr. Mukul Rohtagi, learned senior counsel

assisted by Mr. Nitesh Jain, learned counsel appearing on behalf

of the appellant, Ms Surekha Raman, learned counsel for R1/BSE

Ltd and also Mr. Pranav Sarthi, learned counsel for R2/NSE Ltd.

The appellant is aggrieved with the order dated 11.05.2023

passed by National Company Law Tribunal, Mumbai Bench, Court

III in CA 151/2023, Intervention Petition No.1/2023, IA

No.124/2022 in CA(CAA)/204/MB/2022 in CP(CAA)/209/MB/

2022. It was submitted that merger process is going on under

Section 230-232 of the Companies Act, 2013, however, in course 2

of hearing an order issued by SEBI dated 25.04.2023 in respect of

Shirpur Gold Refinery was placed by learned counsel appearing on

behalf of both the Respondents before the NCLT. It was contended

that the said copy of the order was not even supplied to the

appellant herein and learned NCLT on strength of the said order

had passed the impugned order dated 11.05.2023. Relevant

portion of order dated 11.05.2023 is quoted hereinbelow:

"Heard the arguments on both sides in part. The counsels of

NSE and BSE have raised some fresh points relating to scheme

of merger and placed the recent SEBI order dated 25.04.2023

on Shirpur Gold Refinery for Bench's cognizance, where the

Zee Promoters' names appears in context of diversion of funds.

The court hereby directs both NSE and BSE to review their

earlier approval for Zee-Sony merger scheme and provide their

fresh NOCs for the same before the next hearing date. The

exchanges should also review and confirm that the Non-

compete clause of the scheme has been reviewed and

approved by them and SEBI, and the manner of payment of

non-compete fee from one Mauritius Entity to another is in

compliance with the SEBI policies in this regard." 3

It was submitted by the learned senior counsel that at the

moment the appellant is not raising any issue on the merit of the

case but it is argued that at least before passing such order it was

required on the part of the learned NCLT to grant opportunity to

the appellant herein to response in such situation. Since the said

copy of order of SEBI, which was directly produced before the

learned NCLT without providing copy of SEBI order to the

appellant herin, there was no occasion for appellant to place its

appropriate response.

On this sole ground a prayer is being made for setting aside

the impugned order and remitting back the matter to the NCLT.

However, learned counsel for Respondent No.1 and 2 have not

disputed the fact that the order of the SEBI was produced before

the NCLT in course of the proceeding.

In view of the above, without going into the merits of the case,

we are of the opinion that the impugned order is required to be set

aside primarily on the ground of non-compliance of the principle

of natural justice. Accordingly the impugned order is set aside and

the matter is remitted to the NCLT to examine the same and pass

appropriate order after hearing both the parties without being 4

influenced by this order. It is clarified that we have not recorded

any opinion on the merit of the case.

With the above observations the appeal stands disposed off.

(Justice Rakesh Kumar) Member (Judicial)

(Dr. Alok Srivastava) Member (Technical) Bm/gc