Abstract
Adani Enterprises Limited acquired a total of 64.7% stake in news media company NDTV in 2022 through a series of transactions. However, this takeover has its roots in a series of corporate loans availed before 2010 from different entities by NDTV’s Promoter Company, RRPR Holdings Private Limited, to buy back a large chunk of NDTV’s shares from the open market and to pay back the existing loan obligation taken from banks. The loan transactions opened pandora’s box for NDTV when SEBI took cognisance of the loan taken by the promoter company of NDTV and scrutinised the terms on which the said loans were availed. SEBI issued show cause notice to the Promoter company and founders, and soon enough, proceedings were started against them before adjudicating officer of SEBI on the ground that the loan was sanctioned on unusual clauses and promoters hid the critical information related to loan transactions from its shareholders thus violating a plethora of SEBI’s compliances, rules and regulations. According to SEBI’s Interpretation, these loan transactions could have effectively changed the control of NDTV, thus suspecting the transaction to be an attempt to acquire the company under the garb of providing a loan. However, SEBI Appellate Tribunal quashed SEBI’s ruling and overturned the penalty on Promoters, condoning the restrictive conditions in the loan agreement. Meanwhile, Adani Enterprises took over the lending company. They used the same terms and conditions mentioned in the loan agreement with the promoter company of NDTV to acquire a whopping stake in NDTV, which paved the way for Adani to embark on a series of share acquisitions in NDTV. Through this research article, the authors aim to unravel the history behind this takeover, dissecting and analysing each detail involved in the transaction and SEBI’s concerns over the deal.
Introduction
The Indian Conglomerate Adani Enterprise Limited, through its media unit and wholly owned subsidiary AMG Media Networks Limited, has acquired a stake of nearly 64.7%, making it the largest shareholder in The New Delhi television, better known as NDTV. The acquisition of NDTV happened in a phased manner, starting with buying out the promoter company of NDTV Radhika Roy & Prannoy Roy Holdings Private Limited or RRPR Holdings, acquiring more shares from the open market, and then taking over shares of founders through an inter-se transfer of shares, significantly increasing the stake in NDTV in each Phase.
This takeover can be traced to a series of corporate loans that the Roys took around 2008 to buy back shares of NDTV from the market.
A brief timeline of the loan transactions that led to the hostile takeover.
> In 2005, a private equity firm, General Atlantic, acquired a minority stake of approximately 8% in NDTV for Rs. 116 cr. in a Block deal.[1] Prannoy Roy and Radhika Roy, promoters of NDTV, initiated a buyout of General Atlantic’s equity by repurchasing a 7.73% stake in December 2007.[2]
> This event automatically initiated an open offer to minority shareholders of the NDTV. The Roys established RRPR Holdings to fund buying shares that minority shareholders wanted to sell in the open offer. The RRPR took a loan of Rs 501 crores from India Bulls. Along with individual shares of the Roys and RRPR Holdings, these three were the promoters in charge of the majority of NDTV’s equity shares.[3]
> Further, to square accounts with India Bulls, RRPR Holdings borrowed a loan of Rs 375 crore from ICICI Bank in October 2008. As per the deed of hypothecation, RRPR and ICICI Bank had a corporate rupee term loan facility with a 19% interest rate.[4]
> By August 2009, RRPR Holdings had found another lender, Vishvapradhan Commercial Private Limited (hereafter referred to as VCPL), to pay off the ICICI loan partially. VCPL agreed to lend Rs. 350 cr. and Rs. 53.85 cr. in two interest-free loan agreements, respectively (Rs. 403.85 cr. in total) in 2009 and early 2010.[5] As per the loan agreement signed between both companies, VPCL, the lender, through a Convertible Warrants Clause in the loan agreement, had the right to convert the loan into 99.99% of the fully diluted equity share capital of RRPR Holdings at any given point of the loan tenure in case it isn’t paid back, which, if exercised, gives it complete control over RRPR. RRPR Holdings was the largest stakeholder, holding 29.2% of NDTV’s shares in January 2010.[6]
> When VCPL lent money to RRPR Holdings, half of VCPL’s share capital was owned by Shinano Retail, a Reliance Industries Private Ltd subsidiary. The Reliance subsidiary also gave VCPL an unsecured loan of Rs 403.85 crore in 2009. It was alleged that Reliance Industries had funnelled the money through VCPL into RRPR Holdings through its subsidiary.[7]
> A company named Eminent Networks Private Ltd, related to Mahendra Nahata, a board member of Reliance Jio Infocomm, took over the loan that VCPL took from Shinano Retail and invested in VCPL Rs 50 crore in exchange for rights to the debentures of RRPR worth Rs 403.85 crore, which could be converted into 99.99% of the company’s share capital.[8]
> The new owners of VCPL are Nextwave Televentures Private Limited and Eminent Networks Private Limited were companies linked to Mahendra Nahata.[9]
SEBI VS NDTV: SEBI’s Annoyance with the transaction between RRPR Holding and VCPL
SEBI challenged the three loan transactions (ICICI loan agreement, VCPL loan agreement 2009 and 2010) between Prannoy Roy (chairman of NDTV), Radhika Roy (Managing director of NDTV), RRPR Holdings Pvt. Ltd., VCPL Pvt. Ltd. and ICICI Bank, on receiving the complaint from Sanjay Dutt of Quantum Securities Private Ltd. before the Adjudicating Officer Securities and Exchange Board Of India[10] to ascertain whether the terms and conditions mentioned in the loan agreement trigger any violation of provisions of The Securities and Exchange Board of India Act, 1992. SEBI contested the loan transactions on suspicion of being designed to take over indirect control of NDTV instead of giving a mere loan. Consequently, SEBI issued a show cause notice alleging that, by concealing material information, these persons have committed fraud on the shareholders and violated Section 12A of the Security and Exchange Board of India Act, 1992, which regulates the business of investment advisory services in India, and ensures that investment advisors operate in a fair and transparent manner.[11] Regulation 3 and 4 of the Prohibition of Fraudulent and Unfair Trade Practices relating to security market Regulations, 2003[12]; and Clause 49(I)(D) of the Equity Listing Agreement read with Section 21 of the Securities Contracts (Regulation) Act, 1956.[13]
The central issue before the SEBI Adjudicating Officer was:
1. whether the agreements executed by the promoters were bona fide loan agreements; if so, whether the promoters, under the garb of the aforesaid loan agreements, acted to commit fraud upon the shareholders of NDTV by not disclosing these agreements.
2. Whether the clauses in the loan agreement were merely included for availing the loan or these clauses were material and price sensitive in nature and by concealing such material information, whether the Promoters committed fraud on minority shareholders of the Company.
In this regard, an investigation was conducted by SEBI, and it was discovered that the VCPL loan agreement had stipulations that imposed specific restrictive requirements, such as necessitating RRPR to seek VCPL’s discretion before engaging in any vital corporate and managerial issues or actions pertaining to RRPR, hence also NDTV. It was tracked down that immediately after the execution of the loan agreement in July 2009, RRPR Holdings Pvt. Ltd. was under the mandate to issue convertible warrants to VCPL, which entitled the lender to 99.9% equity shares of the VCPL, which the lender can convert at any time during the subsistence of the loan or even thereafter. Thus, as per SEBI’s interpretation, it is left to the choice of VCPL Pvt. Ltd. to determine when to acquire/take over the entire share capital of RRPR Holdings Pvt. Ltd. and, thereby, to seize control of the entire shareholding of RRPR in NDTV to the stretch of 26% which was further increased to 30% by contracting another loan agreement with the VCPL Pvt. Ltd. in 2010.
The alleged clauses in the VCPL loan agreement of 2009 and 2010 that imposed binding conditions on NDTV’s promoters and RRPR Holdings are:
- Borrower shall issue a convertible warrant to the lender, giving the lender ownership of 99.99% equity share capital of the borrower when converted.
- lender shall have the right to purchase all the equity shares of the borrower from the promoters, the Roys.
- Some circumstances where prior written consent of the lending company VCPL before engaging in any vital corporate and managerial issues or actions pertaining to NDTV. Such circumstances are:
a. Selling or issuing any shares of NDTV which lead to NDTV’s total net worth getting lower than Rs. 1346 crores will require prior permission from the lender. Because Rs 1346 crores were the net worth at which the lender pumped money into the borrower.
b. Consolidation or merger, de-merger of NDTV with any other entity.
c. To initiate bankruptcy proceedings or reconstruction, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief concerning debts of NDTV or a person of NDTV group.
d. Share buyback of NDTV or reduction in the capital of NDTV.
e. To issue any Equity Shares or enter any agreement that resultantly causes Promoters to cease to be in exclusive control of the NDTV Group.
Apart from these conditions, the loan agreement of 2009 mandated promoters to sell equity shares of NDTV to the borrower, making the borrower a holder of an aggregate of 26% of equity shares of NDTV. Later on, the 2010 loan agreement raised the same equity to an aggregate of 30%.
Major violations of Compliances, Laws, Rules and Regulations as alleged by SEBI
1) Regulations 3 and 4 of the Prohibition of Fraudulent and Unfair Trade Practices relating to security market Regulations, 2003;
Regulation 3 of PFUTP defines the scope of the regulations. These regulations apply to any person or entity engaging in fraudulent or unfair trade practices concerning securities listed on a recognised stock exchange in India.
Regulation 4 prohibits specific actions that are considered fraudulent or unfair trade practices. These include: Manipulating the price of securities, Insider trading, Dissemination of false or misleading information, Front running (trading in securities ahead of a significant transaction profiting from the price movement resulting from the transaction), and Fraudulent and unfair trade practices. RRPR Holdings violated the provisions of PFUTP Regulations by adopting unfair and fraudulent trade practices by hiding information pertaining to loan transactions between VCPL and RRPR Holdings.
2) Clause 49(I)(D) of the Provision of Equity Listing Agreement read with Section 21 of the Securities Contracts (Regulation) Act, 1956.
Clause 49(I)(D) requires listed companies in India to establish a mechanism for effective communication with stakeholders. The company must also disclose the details of this system and the channels available for communication in its annual report. This provision aims to promote good corporate governance practices and ensure transparency in the functioning of listed companies in India.
Section 21 of the Securities Contracts (Regulation) Act, 1956, or SCRA, is a provision that empowers the SEBI to regulate and monitor the functioning of stock exchanges in India. This section gives SEBI the power to make regulations related to stock exchanges, including regulations related to listing securities on stock exchanges.
In the context of Clause 49(I)(D) of the Provision of Equity Listing Agreement, Section 21 of the Securities Contracts (Regulation) Act, 1956, gives SEBI the power to enforce compliance with this provision. SEBI can act against listed companies that fail to establish an effective communication mechanism with stakeholders, as Clause 49(I)(D) requires. This can include imposing penalties or other regulatory action against non-compliant companies. Overall, Clause 49(I)(D) of the Provision of Equity Listing Agreement, read with Section 21 of the Securities Contracts (Regulation) Act, 1956, plays an essential role in promoting transparency and accountability in the functioning of listed companies promoting good corporate governance practices in India.
According to SEBI, NDTV & RRPR Holdings has violated these provisions by not disclosing loan transactions with VCPL on conditions that could result in VCPL taking control over 30% equity of NDTV.
Major Arguments Put Forward by SEBI
Such conditions in the loan agreement were not disclosed to stock exchanges and shareholders of NDTV, hence not available to the public domain, along with the fact that Roys transferred 22% shares of NDTV to RRPR Holdings in an off-market deal, giving it control of 30% shares of NDTV during the subsistence of loan agreements prima facie impacting the interest of the minority shareholders of NDTV. Thus, the VCPL loan agreement of 2009 and 2010 contained material and price-sensitive information, and the same should have been disclosed to NDTV shareholders and the stock exchanges by the Roys and RRPR Holdings, thus the promoters have violated Clause 49(I)(D) of Equity Listing Agreement read with Section 21 of SCRA.[14] It was observed that Roys disclosed the VCPL loan agreements and the salient features thereof to NDTV during the Board meeting of NDTV happened in 2015. However, the same was alleged to have been disclosed after a considerable delay by the Company on August 05, 2015. It was also alleged that NDTV failed to disclose the aforementioned price-sensitive information to its shareholders. Such non-disclosures by the Promoters were found to violate Regulation 3 (a), (b), (c), (d), 4(1) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003.[15]
Since the promoters did not make the information about the three loan agreements accessible to the public, it was claimed that the promoters withheld the information from the public. At the same time, Roys transferred shares of NDTV to RRPR Holdings off-market during the subsistence of loan agreements violating clause 49(I)(d) of The Equity Listing Agreement.[16] They could not form an informed judgement about trading in the NDTV stock because important information about the VCPL loan arrangement from 2009 and 2010 was private. Therefore, it was claimed that Promoters had, at the very least, perpetrated fraud against the firm’s minority public shareholders by hiding such important information while transacting in shares of the business. Therefore, in an order dated 14 June 2019 inter alia, the SEBI concluded, “loan agreement with VCPL wrested control of NDTV to VCPL”[17]. However, the order was stayed by the SEBI Appellate Tribunal (SAT), citing the reason that “…whether there was a violation of SEBI laws including the PFUTP regulations are all required to be considered…”[18]. The Hon’ble tribunal’s order was in force until the supreme court intervened.
It is also inferred from the VCPL Loan Agreements that the lender has the right to assign the agreements, the loan agreement and the rights therein from RRPR Holdings to a third party during the subsistence of the aforesaid loan agreements, even though the same right of the assignment was not available to the borrower and promoters. The clauses, as mentioned earlier, craft a disadvantageous situation for the borrowers. It creates a state whereby during the subsistence of loan agreements, i.e. the tenure when the promoters were bound by the commitment to repay the loan after a period of 10 years, the lender could assign all their rights in the said loan agreements to any other party without any repercussion, thereby making the loan agreement freely transferable from lender’s side. Moreover, there is also a provision observed in the loan agreement in clause 19, which states that “over the next 3 to 5 years, the borrower and the lender will look for a stable and reliable buyer of RRPR, who will maintain the brand and the reliability of NDTV”. Given the same, it was held that the promoters had gone beyond the usual commercial realm of a mere loan transaction to create a mechanism for transferring their stake from NDTV to VCPL by camouflaging it in the form of said loan agreements. The Promoters’ contention that the VCPL loan agreements were merely agreements is not credible and contrary to the facts and circumstances.
The loan agreements stipulate the repercussion of the default due to violation of the terms and conditions of the agreements by the promoters and borrower, which the VCPL should have enforced by demanding the reimbursement of the loan amount. However, in the present matter, even after a lapse of more than ten years of the signing of the agreements and despite the said default by the borrower, repayment has inexplicably not been triggered, which reinforces the thought that the said loan was never planned to be repaid by the Promoters and Borrower and implies that the Promoters received the amount as consideration for the transfer of their substantive stake in NDTV, to VCPL.
From the facts mentioned earlier and circumstances, SEBI contested that the ostensible loan agreements with VCPL were prearranged deceitfully with an intention to shift their substantial stakes owned by the Promoters in NDTV at a pre-negotiated price as consideration. Further, the VCPL loan agreements do not carry any element of usual inter-corporate loan transactions.
SEBI concluded the order and said, “21. F. the VCPL loan agreements are not a loan transaction. It appears to the undersigned as an outright transfer of a 30% stake and voting rights in NDTV by the Promoters to VCPL, camouflaged in the form of loan agreements, which did not possess the basic attributes and characteristics of a standard secured loan transaction. In my view, the VCPL Loan Agreements (2009) and (2010) are sham loan transactions executed by the promoters with a motive to sell their substantial stake in NDTV to VCPL.”
NDTV’s defence
The promoters contended that it is a matter of industry practice for state and private lenders to impose covenants on corporate action when the loan is given against the security of equity or preference shares of a listed or unlisted company. The assumption that the interest of shareholders is affected due to the covenant imposed by the loan agreement with ICICI is nugatory, as the purpose of the lender and borrower was to ensure that the value to collateral security is preserved and in the circumstances of default since it would be unreasonable to permit a corporate action to dilute the value of collateral security during the pendency of a loan. The lender is not left remediless.
Further, concerning the VCPL loan agreement, the loan was availed to clear the previous loan obligations to ICICI Bank, and the promoters have used the loan amount for the said end-use. Hence, the premise that the promoters breached fiduciary responsibility and put collateral at risk is flawed, relying on the judgment of the Supreme Court in the matter of Rolta India Ltd vs Venire Industries Ltd.[19] NDTV claimed that the Show cause notice failed to take cognisance of the fact that no Convertible warrants were ever issued by RRPR Holdings to the VCPL and were only a part of the loan agreement.
Regarding violating NDTV’s code of conduct, the promoters took the defence that only a listed company is required to formulate a code of conduct under clause 49(1)(D) of the listing agreement and comply with it.
The disclosure of loan agreements contemplated in the SEBI (Listing Obligation and Disclosure Requirements) came into force in 2015, i.e. after the loan agreements came into force. Hence no violation is committed by promoters with respect to the disclosure obligations. Therefore, at the time of the loan agreement, there was no statutory or regulatory duty of the promoters to disclose
SEBI’s order:
The SEBI, in its order, slapped with a maximum penalty of Rs. 25 crores, under Section 15HA, to be paid jointly and severally by the Promoters and a sum of Rs. 1 crore to be paid by Pranay Roy and Radhika Roy under Section 23H of the SCRA. SEBI restricted the appellants’ access to the securities market and forbade them from engaging in any direct or indirect transactions with the securities market for two years. The Roys were prohibited from having or occupying any directorships or key managerial positions in NDTV for two years and holding or occupying any directorships or key managerial positions at publicly traded companies for one year.
SAT order
Securities Appellate Tribunal considered the appeal filed by the aggrieved NDTV promoters and RRPR Holdings against the SEBI order. It said, “The transaction in the agreement is an amalgamation of rights”.[20]
The tribunal interpreted the term “Control” mentioned in Regulation 2(1)(c) of the SAST Regulations, 1997, which provides clarity on what constitutes “control” under the Regulations and helps to ensure that any acquisitions of significant stakes in listed companies are adequately regulated and disclosed to the public, to be an inclusive in nature and not exhaustive, in other words, the term “control” means effective control, relying on interpretation by the Supreme Court in the Arcelormittal case.[21] This conclusion led the SAT to analyse whether the Appellant promoters, the Roys have facilitated VCPL to acquire positive control over the target company so as to violate Regulation 12 of the SAST Regulations, 1997.
The SAT held that the bargain in the agreement is permitted from a commercial rationale. The deal is designed to suit all the parties, i.e. VCPL and the Promoters of NDTV. Until the loan remains due, VCPL continues to have the option of warrant conversion, the purchase, and the call option under the call option agreements. It is a settled position of law that unless such options of convertibility are exercised, the obligation to make an open offer under Regulation 14 is not triggered.[22] The fact that any key corporate action requires approval from VCPL indicates that it wants to safeguard its investment and that the alteration in the corporate structure of NDTV was not made without its knowledge and authorisation. This does not confer positive or effective control over the company’s day-to-day work. These protective rights do not result in the takeover of NDTV, held SAT.
The court additionally ruled that SEBI’s conclusion that the borrowers and promoters had given up at least 26% of their voting rights under the loan agreement and an additional 26% under the call option agreement was demonstrably incorrect.
“The finding that through these documents VCPL had acquired control over 52% of NDTV shares is nothing but a figment of its imagination and against the material evidence on record.”
The SAT agreed that according to the Code of Conduct, NDTV’s Board of Directors and top management were expected to adhere to all laws, rules, and regulations that may be in effect. Before making any investments or entering into any commercial agreements, the Board members were expected to provide complete disclosure of all facts and circumstances to its shareholders. The loan arrangement is, after all, nothing more than an investment that had to be declared in accordance with the Code of Conduct. However, SAT ruled that such non-disclosure was not dishonest nor an unfair business practice. Because Pranay Roy and Radhika Roy were the Chairman and Managing Director of NDTV, respectively, the appellants were compelled to disclose the loan arrangement in accordance with Clause 49(I)(D) of the listing agreement. As no fraud has been attempted and the loan arrangement does not mislead the investors, it was determined that prohibiting them from accessing the securities market or accepting any position as a director is entirely out of context and does not equate with the claimed infringement. The AO’s imposition of a fine of Rs. 25 crores is likewise exorbitant, unreasonable, and out of proportion to the claimed breach since only a penalty is warranted for a violation of Article 49 of the listing agreement. The SAT reduced the penalty from Rs. 25 Crores to Rs. 5 Crores and the penalty of Rs. 5 crores for non-disclosure, leading to a violation of clause 36 of the listing agreement to Rs. 10 lakhs.
Hon’b1e SAT has ruled that the reasonable period would depend on each case’s factual and circumstantial matrix and that no rigid rule can be laid down. Point to be noted that there is no provision in the SEBI Act which prescribes any limitation period for initiating any proceedings under the SEBI Act, “Delay is not fatal in each and every cash.’[23]
SEBI failed to prove how promoters’ inter-se transfer of shares while knowing the ICICI and VCPL loan constituted fraud on minority shareholders.
The SEBI was prompted to move to SC, challenging the SAT order, which overturned the findings of SEBI and gave the Roys and RRPR a clean chit. However, SEBI’s appeal against the SAT ruling and Adani’s open offer were two independent issues and are unlikely to impact Adani Group’s open offer to buy more NDTV shares on the open market.[24]
Adani’s entry into NDTV
As of 30th December 2022, Adani Enterprises has accumulated a total of 64.71% shares of NDTV via AGM Media Networks Limited (AGML).[25] The journey of Adani’s piece-by-piece acquisition of NDTV started when in August 2022, AGML announced the purchase of a 100% equity stake in VCPL in the exchange filing under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.[26] This transaction opened a pandora’s box for NDTV and set the path for its takeover by Adani Enterprises since Adani Enterprises now holds the right to convert RRPR Holding’s unpaid convertible warrants into a 99.9% equity stake in RRPR. VCPL executed the convertible warrants, and as a result of this transaction, VCPL gained control over RRPR Holdings. RRPR, the promoter company of NDTV, held 29.18% equity shares in NDTV. These shares now belong indirectly to Adani Enterprises.
The acquirer is forbidden from directly or indirectly acquiring shares of the target company under Regulation 3, read together with Regulation 4 of Substantial Acquisition of Shares and Takeovers Regulations, 2011 (“SAST Regulations”) if such acquisition entitles them to exercise 25% or more of the voting rights without making a public offer, and they previously held less than 25% of the target company. According to Regulations 3 and 4, the offer must be set up in accordance with Regulation 7, which stipulates that the minimum size of such a public offer (to all shareholders of the company other than the acquirer) must be 26% of all outstanding shares of the target company at a price that complies with Regulation 8’s specifications.
The said transaction with RRPR Holdings is said to be an indirect acquisition of NDTV by Adani Enterprises over the threshold limit of 25%, which triggered an open offer by VCPL under the provisions of the SEBI’s “SAST Regulations for up to 16,762,530 fully paid-up equity shares, constituting 26% of the voting share capital of NDTV (“Open Offer”).[27]
After this open offer, Adani Enterprises acquired a further 8.27% equity shares through its indirect subsidiary VCPL.[28] The ownership of Adani Enterprises in NDTV was increased to 37.45%. Further, through an exchange filing, the founder and promoters Roys announced selling off their remaining shares, i.e. 32.26% at a premium of nearly 17%, to Adani Group, keeping only 5% of the stake in the NDTV to themselves. The Adani group bought the shares, i.e. 27.26% through its indirect subsidiary RRPR Holdings, via several block deals, increasing their aggregate stake in NDTV to 64.7%. The transactions were carried out through an inter-se transfer under Regulation 10(1) of SEBI Regulations, 2011, exempting from an obligation to make an open offer, permitting share transfers at a premium to the current market price since RRPR Holdings is an existing promoter group in the company.
Adani Enterprises, now through its media company AGML is the largest stakeholder in NDTV.
Conclusion
Media has labelled NDTV’s takeover by the Adani group as hostile. However hostile or not, this takeover is unquestionably calculated. The SAT decision worried SEBI authorities because it may create a precedent where promoters of listed firms could obtain loans by issuing limitless convertible warrants at a pre-negotiated price, with restrictions, and not be subject to the SAST Regulations. which is what happened in the case of NDTV promoters. It is not difficult to see why Adani Enterprises and big businesses invested time and money in acquiring media companies. Firstly, it benefits and aids them in spreading the concept of their business, maintaining its opulent reputation, and tacitly stifling criticism. Two, the convergence of business, politics, and media is the sad reality of the day. Third, buying a media organisation that is becoming well-known for its excellent journalism can’t be a bad deal.
Notes:
[1] Gurbir Singh, General Atlantic takes 8% in NDTV for Rs 116 crore, Economic Times (Sept 16, 2005),
https://economictimes.indiatimes.com/general-atlantic-takes-8-in-ndtv-for-rs-116-crore/articleshow/1232750.cms?from=mdr.
[2] Agencies, Foreign funds can further acquire 7.73% in NDTV, Financial Express (Dec 31, 2007), https://www.financialexpress.com/archive/foreign-funds-can-further-acquire-773-in-ndtv/256105/.
[3] Team, Adani Group’s open offer for NDTV to begin today: What has happened so far, Business Standard (Nov 22, 2022), https://www.business-standard.com/article/current-affairs/adani-group-s-open-offer-for-ndtv-to-begin-today-what-has-happened-so-far-122112200422_1.html.
[4] Team, NDTV Open Offer: Adani Offers To Pay Public Shareholders Same Amount Paid to Prannoy Roy, Radhika Roy, Moneylife (Jan 23, 2023), https://www.moneylife.in/article/ndtv-open-offer-adani-offers-to-pay-public-shareholders-same-amount-paid-to-prannoy-roy-radhika-roy/69396.html.
[5] NDTV, ICICI Loan was repaid, SCRIBD (Aug 7, 2009), https://www.scribd.com/document/350407708/ICICI-loan-was-repaid.
[6] Dipak Mondal, Adani’s possible NDTV takeover: How Rs 403-crore loan landed Roys in trouble, The New Indian Express (Aug 24, 2022), https://www.newindianexpress.com/business/2022/aug/24/adanis-possible-ndtv-takeover-how-rs-403-crore-loan-landed-roys-in-trouble-2490809.html.
[7] Team, From RIL to Adani: VCPL has an interesting ownership history, Financial Express (Aug 25, 2022), https://www.financialexpress.com/industry/from-ril-to-adani-vcpl-has-an-interesting-ownership-history/2643145/.
[8] Krishn Kaushik, How Adani is taking over NDTV without consulting the Roys, News Laundry (Aug 23, 2022), https://www.newslaundry.com/2022/08/23/how-adani-is-taking-over-ndtv-without-consulting-the-roys.
[9] Supra note 7.
[10] In the matter of New Delhi television ltd. Adjudication order/SS/AS/2020-21/9992-9994.
[11] Security and Exchange Board of India Act,1992, § 12A, No. 15, Acts of Parliament, 1992 (India).
[12] Prohibition of Fraudulent and Unfair Trade Practices relating to security market Regulations,2003, Gazette of India, pt. II sec. 3 (July 17, 2003).
[13] Securities Contracts (Regulation) Act, 1956, § 21, No. 42, Acts of Parliament, 1956 (India).
[14] Securities Contracts (Regulation) Act, 1956, § 21, No. 42, Acts of Parliament, 1956 (India).
[15] Prohibition of Fraudulent and Unfair Trade Practices relating to security market Regulations,2003, Gazette of India, pt. II sec. 3 (July 17, 2003).
[16] Securities and Exchange Board of India, Circular No. CIR/CFD/POLICY CELL/2/2014 (Sept. 15, 2014).
[17] Securities and Exchange Board of India, In The Matter Of New Delhi Television Limited (NDTV), WTM/SKM/EFD-1-DRA-II (June 03, 2019).
[18] Securities Appellate Tribunal (Mumbai Bench, Mumbai), Dr Prannoy Roy v. SEBI, (June 18, 2019).
[19] Rolta India Ltd v. Venire Industries Ltd. 2000(3) Mh. L.J. 700.
[20] Securities and Exchange Board of India, In The Matter Of New Delhi Television Limited (NDTV), WTM/SKM/EFD-1-DRA-II (June 03, 2019).
[21] ArcelorMittal India Pvt. Ltd. v. Satish Kumar Gupta Civil Appeal Nos 9402-9405 of 2018.
[22] Victor Fernandes & Anr. v. SEBI & Ors, Appeal 618 of 2019.
[23] Collector of Central Exercise, New Delhi vs Bhagsons Paint Industry (India) 2003 (158) ENT 129 (S.C.).
[24] Palak Shah, Pandora’s box. NDTV open offer case: SEBI moves SC against SAT ruling, Businessline (Oct. 13, 2022), https://www.thehindubusinessline.com/markets/ndtv-takeover-code-matter-sebi-files-appeal-in-sc/article66005506.ece.
[25] AMG Media Networks Raises Its Stake In NDTV To 64.71%, Adani Enterprises (Dec. 30, 2022), https://www.adanienterprises.com/newsroom/media-releases/AMG-Media-Networks-raises-its-stake-in.
[26] Announcement Letter from Adani Enterprises, BSE Limited (Aug. 23, 2022), https://www.adanienterprises.com/-/media/Project/Enterprises/Investors/Corporate-Announcement/FY-2021-22-Announcements/FY-2022-23-Announcement/440-ACQ-of-VCPL23082022.pdf?la=en.
[27] Letter from JM Financial, BSE Limited (Aug. 30, 2022), 00868078-45C6-4DD7-8498-9FCA984BB393-120946.pdf (bseindia.com).
[28] Announcement Letter from Vishwapradhan Commercial Private Limited, BSE Limited (Dec. 17, 2022), https://www.bseindia.com/xmldata/corpfiling/AttachLive/D904FF7E_EAD3_40BD_8797_89D22BE0E09F_111830.pdf.
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Author: Manisha Soni , BA.LLB(Hons), Year III, Gujarat National Law University
Author Bio
Such studies are very vital if the government truly aspires for making the country a vishsvaguru.
It is a blatant misuse of public money by the posingly honest caretakers of a public company for building their fortunes at the cost of the public investment. In my opinion each and every company must be required to publish their all transactions and obtain permission of the shareholders howsoever little they have been managed to be kept. Wonder how three big business houses boasting of integrity are involved in the whole dirty game of shareholding transfers eating up the iceberg and leaving only the tip of the iceberg for the remaining and the regulators watching like innocent viewers.