Thread by @muglikar_

A Thread on #NDTV picked up details from an SAT Order. As many of you requested, posting it here so you can understand the background to the story.

Prannoy Roy (“PR”) and Radhika Roy (“RR”) own and control RRPR Holding Pvt. Ltd. (“RRPR”) Prannoy Roy, Radhika Roy and RRPR Holdin

hereinafter referred to as “the promoters”) are promoters of New Delhi Television Limited (“NDTV” for convenience), a public limited company holding 61.45% of the total shareholding of the Company.

In June 2008, the promoters of NDTV made an open offer for the shares of NDTV. To finance the open offer, they borrowed around Rs. 540 crores from Indiabulls Financial Services Limited, for which purpose, they pledged their shares in NDTV as security.

October 2008, the promoters took a loan of Rs. 375 crores from ICICI, in order to repay Indiabulls. ICICI loan carried a rate of interest of 19%. The promoters, in order to secure the borrowing had encumbered their entire shareholding by way of non- disposal undertakings

In July 2009, the promoters took a loan of Rs. 350 crores, from VCPL (the appellant) in order to repay ICICI Bank. RRPR, RR and PR and VCPL were signatories to the loan
agreement.

Through agreement, a sum of Rs. 350 cr was advanced to RRPR to discharge its liability to ICICI

Simultaneously, two call option agreements dated July 21, 2009 were also executed for 1,63,05,404 equity shares of NDTV representing 26% of NDTV shares.

Now these agreements were challenged by SEBI and they had imposed penalties for various non compliances on promoters next etc

This SEBI order was challenged before SAT and they passed final order very recently. I have picked up these facts from the same order.

Now it appears that the warrants were executed and RRPR control went away from the Roys to Adani group.

The loan is clearly still unpaid

And the agreements were never under challenge from NDTV, Roys or anyone or at least I haven’t seen anywhere that the Lon agreement itself was challenged.

Now NDTV is claiming that they were never consulted before such conversion of warrants was done.

If you ask me then there is no need for any consent here. A party held legitimate warrants and they exercised their option. If you aren’t liking it now then you shouldn’t have taken a loan itself.

Now the PErsons acting in concert will have to go for an open offer as per SAST