SEBI orders NDTV to disclose 2009 VCPL control via loan agreement

This order addresses allegations that New Delhi Television Limited (NDTV) failed to disclose a change in control to stock exchanges, specifically regarding a 2009 loan agreement with Vishvapradhan Commercial Private Limited (VCPL) that SEBI previously found constituted indirect control.

Who it concerns: New Delhi Television Limited (NDTV), Vishvapradhan Commercial Private Limited (VCPL), Dr. Prannoy Roy, Mrs. Radhika Roy, RRPR Holding Private Limited, Quantum Securities Pvt. Ltd. (complainant), Dinkar Singh (Advocate).

What SEBI found or ordered

• SEBI concluded in a 2018 order that VCPL indirectly acquired control of NDTV via a 2009 loan and call option agreement.
• SEBI directed VCPL to make a public announcement for share acquisition under Takeover Regulations within 45 days of the 2018 order.
• NDTV disclosed to exchanges that Dr. Prannoy Roy and Mrs. Radhika Roy (via RRPR) continued to hold 61.45% of NDTV and control the company.
• SEBI initiated adjudication proceedings against NDTV for alleged violations of Regulation 30(1), 30(3), 30(4), and 30(6) of the LODR Regulations.
• The alleged violation is the failure to disclose the change in control to stock exchanges as required by Clause 36 of the Listing Agreement.
• NDTV argued it had no obligation to disclose VCPL's status as it was not a party to the VCPL proceedings and maintained corporate separateness.
• The Adjudicating Officer rejected NDTV's request to inspect internal SEBI documents and records.

Also in the document

• The investigation period covered October 14, 2008, to September 30, 2010.
• NDTV claimed it learned of the SEBI order against VCPL through news reports and subsequently made clarifications to exchanges.
• The case involves a dispute over whether a lender-borrower relationship with a third party (VCPL) triggers mandatory disclosure obligations for the listed entity (NDTV).