Prior SEBI Approval Not Required: Adani Group On Securing Stake In NDTV Promoter Company

Adani Group on Friday (26 August) said that a prior approval from SEBI is not required for it to secure stake in Radhika Roy Pranav Roy Holding Private (RRPRH), a promoter company of NDTV.

The development comes as Vishvapradhan Commercial Private Limited (VCPL), a newly acquired wholly owned subsidiary of Adani Group's AMG Media Networks Limited (AMNL), on Tuesday (23 August) announced that it has exercised the rights to acquire 99.5 per cent of the equity shares of RRPR Holding Private Limited, a promoter group company of NDTV.

On Thursday (25 August), NDTV informed the stock exchanges that an approval from SEBI is necessary for Adani Group's subsidiary to secure 99.5 per cent interests in RRPRH.

The company in a regulatory filing said that the SEBI approval was required as its founders-promoters, Pranav Roy and Radhika Roy, are barred from trading in securities markets.

NDTV noted that the SEBI on 27 November 2020 had restrained its Founder-Promoters Prannoy Roy and Radhika Roy from accessing the securities market.

It further prohibited buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of 2 years, which expires on 26 November 26 2022, the company said.

In a regulatory filing on Friday (26 August), the Adani Group subsidiary said that RRPR is not a party to the SEBI Order dated 27 November 2020.

"Consequently, the restraints as pointed out by RRPR in paragraphs 111(b) and 112 of the SEBI Order do not apply to RRPR," the Adani Group subsidiary said.

"The Warrant Exercise Notice has been issued by VCPL under a contract which is binding on RRPR. RRPR is therefore obligated to comply with its contractual obligations," it said.

"Performance of obligations by RRPR pursuant to the Warrant Exercise Notice will not result in violation of the SEBI Order as there is no, direct or indirect, dealing in any securities of Mr Prannoy Roy or Mrs Radhika Roy pursuant to the exercise of the warrants by VCPL and allotment of shares by RRPR," the company said.

"VCPL therefore does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on exercise of warrants," it added.

The company further said that the contentions raised by the NDTV promoter company are "baseless, legally untenable and devoid of merit".

The VCPL had in 2009 and 2010 loaned Rs 403.85 crore to NDTV promoter company RRPR Holding Pvt Ltd.

RRPR Holding was owned by NDTV founder Pranav Roy and Radhika Roy.

RRPR Holding, which was a promoter group entity and then held only 7.56 per cent stake in NDTV, took the loan on behalf of NDTV from VCPL in two tranches (Rs 350 crore in July 2009 and another Rs 53 crore in January 2010).

Against this interest-free loan, RRPR issued warrants to VCPL entitling it to convert them into a 99.9 per cent stake in RRPR.