Tag: Radhika Roy

  • Adani Group announces open offer launch on  22 November

    Adani Group announces open offer launch on 22 November

    Mumbai: In a regulatory filing with the stock exchanges, NDTV said that the Adani Group on Friday announced a revised schedule for its proposed open offer to buy a 26 per cent public shareholding in the news network.

    The filing states that the Adani open offer will now likely begin accepting subscriptions on 22 November and end on 5 December.

    Previous dates for Adani’s open offer were from 17 October to 1 November.

    In August, Gautam Adani entities acquired Vishva Pradhan Commercial Pvt Ltd (VCPL), a lesser-known company that had lent the founders of NDTV more than Rs 400 crore.

    Also read : AMG Media Networks to indirectly acquire 29.18% stake in NDTV; launches open offer

    VPCL lent the money more than a decade ago in exchange for warrants that allowed it to buy a 29.18 per cent stake in NDTV at any time.

    VCPL, in collaboration with AMG Media Networks and Adani Enterprises, has proposed to acquire an additional 26 per cent, or 1.67 crore equity shares, at a price of Rs 294 per share.

    The promoters of NDTV had challenged the open offer and the acquisition of VCPL’s stake, claiming that the deal could not proceed without the approval of Sebi as well as the income tax department.

    The Adani Group had previously denied claims that the stake sale would require tax clearance.

    The NDTV promoters claimed that they were completely unaware of the takeover and that it was carried out without their consent.

    Following the transaction, the acquirer (Adanis) will not directly own any equity shares in the target company (NDTV), but will own at least 99.50 per cent and up to 100 per cent of the promoter company’s paid-up share capital (RRPR Holdings).

    The proposed sale of NDTV and its subsidiary, NDTV Networks Ltd., which together own 20 per cent of Malaysian media company Astro Awani Network Sdn Bhd, has been postponed in the meantime.

    By letter dated 9 November the Central Bureau of Investigation withheld for the time being its approval of the transaction.

  • “This exercise of rights by VCPL was executed without any consent of the founders”: NDTV

    “This exercise of rights by VCPL was executed without any consent of the founders”: NDTV

    Mumbai: Hours after the announcement, the indirect acquisition of a 29.18 per cent stake in news broadcaster New Delhi Television Limited (NDTV) by a wholly owned subsidiary of Adani Enterprises’ AMG Media Networks Limited (AMNL), a document related to the development, accessed by Indiantelevision.com, stated, “This exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today. As recently as yesterday, NDTV had informed the stock exchanges that there was no change in the shareholding of its founders.”

    Also, as informed earlier, AMNL will also present an open offer to acquire another 26 per cent stake in the media house.

    The statement further added, “Without any discussion with New Delhi Television Limited (NDTV) or its founder-promoters, a notice has been served upon them by Vishvapradhan Commercial Private Limited (VCPL), stating that it (VCPL) has exercised its rights to acquire 99.50 per cent control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18 per cent of NDTV.”

    In a statement released on 23 August, the Adani Group said, “RRPR is a promoter group company of NDTV (NDTV, BSE: 532529) and holds a 29.18 per cent stake in NDTV. VCPL, along with AMNL & AEL (persons acting in concert), will launch an open offer to acquire up to a 26 per cent stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.”

    Also read : AMG Media Networks to indirectly acquire 29.18% stake in NDTV; launches open offer

    Simultaneously, NDTV management also clarified that the notice from VCPL is based on a loan agreement it entered into with NDTV founders Radhika and Prannoy Roy in 2009-10. “The notice states that VCPL has exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10 per share and that a total of Rs 1.99 crore has been transferred to RRPRH.”

    RRPRH, the owner of 29.18 per cent of NDTV, has been told to transfer all its equity shares to VCPL within two days.

    NDTV has also received a copy of the public announcement by VCPL dated 23 August of an open offer to acquire up to 26 per cent of the voting share capital of NDTV at Rs 294 per share (up to 16,762,530 fully paid-up equity shares) as per the requirements of the SEBI (substantial acquisition of shares and takeovers) Regulations, 2011.

  • SC stays recovery of Rs 27 crore SEBI penalty from NDTV’s Prannoy, Radhika Roy

    SC stays recovery of Rs 27 crore SEBI penalty from NDTV’s Prannoy, Radhika Roy

    NEW DELHI: The Supreme Court on Friday put a stay on the recovery of Rs 27 crore as penalty from NDTV promoters Prannoy Roy and Radhika Roy and their holding company, reported Live Law. The penalty was imposed in December last year by the Securities Exchange Board of India (SEBI) for allegedly concealing information from shareholders about certain loan agreements.

    The Roys had filed an appeal against the penalty at the Securities Appellate Tribunal (SAT). In January, the tribunal asked them to deposit 50 per cent of the amount to SEBI within four weeks. Later that month, the promoters moved the Supreme Court against the SAT order and sought to offer shares of their channel to pay up the amount.

    On 15 February, the apex court had exempted the promoters from making the deposit for hearing at the SAT.

    The bench comprising justice DY Chandrachud asked the Roys to cooperate in the disposal of the appeal by SAT, which is listed for final hearing on 6 April, Live Law reported.

    Senior advocate Mukul Rohatgi, counsel for the NDTV promoters, laid out the chain of developments in the case to the court. He said that the two promoters had taken a loan of Rs 375 crore from ICICI Bank in 2008, which was repaid by VCPL. The channel owners then took another loan from VCPL for which they did not have to pay interest.

    SEBI had alleged that this led to transfer of control, an information that was concealed from shareholders, amounting to violation of regulatory norms.

    Rohatgi argued against SEBI’s allegation that the promoters had transferred control of the channel to VCPL. “How can I transfer control without any transfer of shares,” the advocate asked, as quoted by Live Law. “I have all the shares.”

    Solicitor general Tushar Mehta, appearing for SEBI, argued that these are not mere allegations, but a 100-page decision against Prannoy and Radhika Roy.

    “They are saying that they have not transferred the shares…Their shares are worthless,” Mehta said. “There is a direction by a statutory regulatory body that penalty has to be paid.”

    He went on to state that the SAT decision asking them to file a deposit amount has been a practice in the tribunal.

    However, justice Chandrachud dismissed the arguments and said that it was “brash” of the SAT to ask for a 50 per cent deposit.

    “There has to be some consistency,” Chandrachud said. “Without any reason, you say 50 per cent deposit… You are exercising the power of stay. You are asking for some amount. There has to be some observations.”

  • NDTV to challenge SEBI order in alleged non-disclosure of loan agreements matter

    NDTV to challenge SEBI order in alleged non-disclosure of loan agreements matter

    NEW DELHI: Challenging the SEBI order imposing a fine of Rs. 27 crore for alleged non-disclosure of certain loan agreements, NDTV promoters Prannoy Roy, Radhika Roy and promoter company RRPR Holding Pvt Ltd have decided to appeal against it. 

    SEBI had imposed the fine on them for violation of various securities norms by concealing information from shareholders regarding certain loan agreements, which had clauses having an adversarial effect on NDTV shareholders.

    In a filing to the stock exchanges, the company said Prannoy Roy and Radhika Roy, founders and promoters of NDTV, and promoter group company RRPR Holding Pvt Ltd have repeatedly cleared that they have never directly or indirectly, through any transactions or agreements, allowed for a transfer of control of NDTV and they continue to hold 61.45 per cent of the total paid-up share of the company. 

    The core issue of the alleged surrender of control is pending adjudication at the Securities Appellate Tribunal, which, in 2019, granted a stay in favour of the founders of NDTV till the tribunal decides the matter. 

    “The founders’ lawyers will appeal against the order and its baseless findings at the Securities Appellate Tribunal. Their lawyers have advised that the SEBI order will not withstand scrutiny in appeal,” the company stated. 

  • NDTV bottom-line black despite revenue decline in Covid2019 quarter

    NDTV bottom-line black despite revenue decline in Covid2019 quarter

    BENGALURU: The Prannoy and Radhika Roy-led Indian media house New Delhi Television Ltd (NDTV) reported 33.7 percent lower year-on-year (y-o-y) consolidated revenue from operations for the quarter ended 30 June 2020 (Q1 2021, quarter or period under review) as compared to the corresponding quarter of the previous year Q1 2020 and 21.5 percent lower than that reported for the immediate trailing quarter Q4 2020. Despite the sharp drop in consolidated operating revenue, the company reported consolidated profit after tax (PAT) of Rs 7.55 crore for the quarter under review, albeit 54.7 percent lower than the Rs 16.66 crore in Q1 2020 and 17.9 percent lower q-o-q than the Rs 9.20 crore reported for Q4 2020.  Reported consolidated operating revenues for Q1 2021, Q1 2020 and Q4 2020 were Rs 72.73 crore, Rs 109.67 crore and Rs 92.60 crore respectively.  All figures mentioned in this paper are consolidated unless stated otherwise.

    Total income including other revenue for Q1 2021 declined 35 percent y-o-y to Rs 74.02 crore from Rs 113.87 crore in Q1 2020 and declined 27.4 percent from Rs 102 crore in Q4 2020. Calculated consolidated operating profit or simple operating EBITDA for the period under consideration was 36.8 percent lower y-o-y at Rs 15.98 crore (22 percent of operating revenue) as compared to Rs 25.29 crore (23.1 percent of operating revenue) for Q1 2020, but 40.4 percent higher q-o-q than the Rs 11.38 crore (12.3 percent of operating revenue) for Q4 2020.

    Even before the lockdown, the company has been cutting expenses. Consolidated total expenses for Q1 2021 declined 31.2 percent y-o-y to Rs 64.64 crore from Rs 93.96 crore in Q1 2020 and were 27.8 percent lower q-o-q than the Rs 89.49 crore in Q4 2020.  Production expenses and cost of services in Q1 2021 declined 52.5 percent y-o-y to Rs 11.47 crore from Rs 24.16 crore in Q1 2020 and fell 43.6 percent q-o-q from Rs 20.32 crore in Q4 2020. Employee benefits expenses in Q1 2021 were 28.8 percent lower y-o-y at Rs 22.39 crore as compared to Rs 31.46 crore in Q1 2020 and declined 24.2 percent q-o-q from Rs 29.54 crore in Q4 2020.

    Finance costs declined 11.4 percent y-o-y during the period under review to Rs 2.57 crore from Rs 2.90 crore in Q1 2020, but increased 1.6 percent q-o-q from Rs 2.53 crore in Q4 2020. Operating and administrative expenses for Q1 2021 fell 13.5 percent y-o-y to Rs 14.28 crore from Rs 16.51 crore and reduced 32.2 percent q-o-q from Rs 21.07 crore in Q4 2020. Marketing, distribution and promotional expenses for Q1 2021 were 29.7 percent lower y-o-y at Rs 8.61 crore as compared to Rs 12.25 crore in the corresponding quarter of the previous year and 16.3 percent lower q-o-q that the Rs 10.29 crore in the immediate trailing quarter.

    NDTV has two segments – television, media and related operations; and retail/e-commerce. NDTV has reported nil revenue and nil result for the latter for Q2 2021.

    Television segment operating revenue declined 33.3 percent y-o-y in Q1 2021 to Rs 72.73 crore from Rs 108.98 crore in Q1 2020 and was 20.8 percent lower q-o-q than Rs 91.80 crore in Q4 2020. NDTV reported 46.8 percent y-o-y decline in operating profit before exceptional items, share in profit/ (loss) of associate/ joint ventures, interest and tax to Rs 14.70 crore in Q1 2021 from Rs 27.64 crore in Q1 2020 and 20.7 percent lower than Rs 18.54 crore in Q4 2020.

    In note 1 of NDTV’s financial statement it is explained that parent company, which runs television business, has earned a standalone net profit of Rs 4.42 crore (Rs 442 lakh) during the quarter ended 30 June 2020 and, as of that date, the parent company’s current liabilities exceed its current assets by Rs 79.35 crores (Rs 7935 lakh). These conditions, along with other matters described in the note, indicate that a material uncertainty exists that may cast significant doubt on the ability of the parent company to continue as a going concern. The management has stated that the parent company has initiated certain strategic and operational measures included in note one to mitigate the uncertainty. Accordingly, they have prepared the statement on a going concern basis.

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  • NDTV PAT up on lower expenses despite revenue drop

    NDTV PAT up on lower expenses despite revenue drop

    BENGALURU: The Prannoy and Radhika Roy-led Indian media house New Delhi Television Ltd (NDTV) reported 6.4 percent lower consolidated revenue from operations for the year ended 31 March 2020 (FY 2020, year under review) as compared to the previous year FY 2019. The company however reported more than double consolidated (grew 145.8 percent) net profit after tax or PAT for FY 2020 as compared to the previous year. Reported consolidated revenues for FY 2020 and FY 2019 were Rs 373.17 crore and Rs 398.73 crore respectively. PAT for the year was Rs 27.92 crore as compared to Rs 11.36 crore for the previous year.  All figures mentioned in this paper are consolidated unless stated otherwise.

    Total income including other revenue for FY 2020 declined 7 percent to Rs 392.97 crore from Rs 422.36 crore in FY 2019.  Calculated operating profit or EBITDA for the year under consideration was 8.2 percent higher at Rs 52.78 crore (14.1 percent margin) as compared to Rs 48.80 crore for FY 2019.

    The company has been paring expenses – consolidated Total expenses for FY 2020 declined 8.6 percent to Rs 356.08 crore from Rs 389.73 crore in the previous fiscal.  Production expenses and cost of services in FY 2020 declined 0.9 percent to Rs 88.53 crore from Rs 89.37 crore in FY 2019. Employee Benefits Expenses in FY 2020 were 14.4 percent lower at Rs 119.33 crore as compared to Rs 139.46 crore in FY 2019. Finance costs declined 10.8 percent during the year under review declined 10.8 percent to Rs 24.87 crore from Rs 27.88 crore. Operating and administrative expenses for FY 2020 fell 4.3 percent to Rs 72.54 crore from Rs 75.83 crore. Marketing, distribution and promotional expenses for FY 2020 were 11.7 percent lower at Rs 39.99 crore as compared to Rs 42.73 crore in the previous year.

    NDTV has two segments – Television, media and related operations; and Retail/E-Commerce. Television segment operating revenue declined six percent in FY 2020 to Rs 368.83 crore from Rs 392.36 crore in FY 2019. NDTV reported 12.4 percent decline in operating profit before exceptional items, share in profit/ (loss) of associate/ joint ventures, interest and tax to Rs 64.01 crore in FY 2020 from Rs 73.03 crore.

    NDTV reported 38.7 percent fall in operating revenue for its Retail/E-Commerce segment in FY 2020 to Rs 7.04 crore from Rs 11.49 crore in FY 2019. The segment’s loss for the fiscal under review declined to Rs 2.25 crore in FY 2020 from a loss of Rs 12.52 crore in the previous year.

    Excerpts from the notes that the company has mentioned in its financial statements

    New Delhi Television Ltd, the television arm of the group, has earned Profit after tax of Rs 752 lakh (RS 7.52 crore) during the quarter ended 31 March 2020 as against profit of Rs 804 lakh (RS 8.04 crore) during the corresponding quarter ended 31 March 2019. As of 31 March 2020, New Delhi Television Ltd’s, the television arm of the group, current liabilities exceed its current assets by Rs 8,274 lakh (Rs 82.74 crore). The television arm of the group, New Delhi Television Ltd’s ability to continue as a going concern is significantly dependent on meeting its long term and short-term working capital requirements, ability to pay overdue payables, management’s implementation of initiatives like rationalising costs, initiatives to improve advertising revenue which are under pressure, negotiating extended credit terms with suppliers and lenders, sale/divestment of non-core businesses and building efficiencies in collections. Based on current business plans and projections prepared by the management, New Delhi Television Ltd expects improvement in operations with better operational efficiencies. The company has proposed to sell a subsidiary, proceeds of which will positively impact the cash flow for New Delhi Television Ltd and the company also has tax receivable of Rs 12,322 lakh (Rs 123.22 crore) as at 31 March 2020. The material nature of the aforesaid matters, may have material adverse impact on future plans of the company. However, management, based on their understanding of the overall business and the planned strategies, believes that the company will be able to meet its contractual obligations and liabilities that fall due in the near future. Accordingly, the financial statements have been prepared on going concern basis.

  • SC breather for NDTV in tax assessment case; I-T dept issues fresh notice

    SC breather for NDTV in tax assessment case; I-T dept issues fresh notice

    MUMBAI: The Supreme Court may have ruled in favour of New Delhi Television in tax assessment case; however, the government has sent a fresh notice to the media company in the same regard.

    On Friday, the apex court quashed the notice of Income Tax Department seeking to re-assess the income of NDTV during a financial year 2007-2008. The media company is accused of round-tripping over Rs 400 crore unaccounted money through its UK-based subsidiary for its non-news business.

    Radhika and Prannoy Roy-promoted company hailing the court’s verdict said: “The Supreme Court has today ruled in favour of NDTV in a tax case which baselessly accused the company of money-laundering while raising funds abroad in 2007 for its non-news businesses.”

    In March 2015, the I-T department sought re-assessment of the media company alleging that it has concealed facts and laundered money, which the court refused to allow to do the same.

    As the case is related to foreign assets, the court may have refused the tax department’s reassessment request but has allowed it to issue a new notice by invoking the limitation of 16-year period.

    According to the media report, the revenue department believes the apex court has not given a breather to the media company; rather it has upheld the government’s view by giving it the freedom to assess the same through another provision relating to foreign assets.

    Reassessment of a case means re-opening of an assessment which was already done earlier on fulfilment of certain conditions. Under this, the overall income of the company is rechecked by including the source of income, which it has escaped earlier.

    The NDTV case pertains to over Rs 400 crore introduced in 2008-09 assessment year in the books of a UK-based subsidiary of the media company. The tax department is in the belief that this amount is nothing but the company’s own income, which they failed to disclose it during the assessment.

  • SAT further stays SEBI’s impugned order against NDTV till next hearing

    SAT further stays SEBI’s impugned order against NDTV till next hearing

    MUMBAI: The Securities Appellate Tribunal has further extended the relief to New Delhi Television news channel’s promoters Prannoy Roy and Radhika Roy, against the impugned order of the Securities and Exchange Board of India till next hearing.

    According to a BSE filing of the NDTV, “The Securities Appellate Tribunal at Mumbai, at a hearing on February 24, 2020, has extended the stay; in operation against the Impugned Order granted vide order dated June 18, 2019, until the next date of hearing.”

    The appeals have accordingly been adjourned, and are now scheduled to be listed on 21 April 2020.

    SEBI on 14 June 2019 had debarred the Roys from holding any key managerial positions in the board or the management of the news channel company for being involved in fraudulent activities.

    SEBI had also debarred both the promoters of the company along with their RRPR Holdings, from accessing the stock markets or selling their holdings in the news channel. The Roys were found to be in violation of NDTV's code of conduct, SEBI had said in its order.

    SEBI had come out with an order after carrying out a detail probe into allegations against the promoters of the company and their holdings for not disclosing material information to the shareholders  about loan agreements entered into with Vishva Pradhan Commercial Private Ltd.

  • English news records highest ratings in 2020 during Delhi elections, results week

    English news records highest ratings in 2020 during Delhi elections, results week

    BENGALURU/MUMBAI: Runup to elections and election results announcements are big viewership drivers for news channels in India. Assembly elections on 8 February 2020 and announcement of the election results of the New Delhi legislative assembly in week 6 of 2020 (Saturday, 8 February 2020 to Friday, 14 February 2020, week or period under review) boosted the combined viewership of the Top 5 English News channels by 49.5 percent as compared to the previous week. Broadcast Audience Research Council of India (BARC) reported a total of 2.741 million impressions for the top 5 English News channels in the week under review. The combined total of the top 5 channels during the previous week (week 5 of 2020) was 1.835 million weekly impressions.

    Combined impressions of the top 5 English News channels in week 6 of 2020 was the highest ratings to date in 2020. The previous highest combined total of the top 5 English News channels in 2020 was in week 4 at 2.582 million weekly impressions. Further, the average combined weekly impressions of the top 5 English News channels during 41 weeks of the previous calendar year was 2.271 million weekly impressions. It must be remembered that BARC had stopped publication of ratings in the public domain to allow viewership to stablise after the implementation of Telecom Regulatory Authority of India (TRAI) New Tariff Order (NTO) for the weeks 6 to 12 of 2019. Hence, average of the remaining 41 weeks of 2019 (weeks 13 to 53 of 2019) or post week 12 of 2019 average has been considered.

    Top 5 English News Channels in week 6 of 2020

    Four of the channels in BARC’s weekly list of Top 5 English News channels for week 6 of 2020 were the same as in the previous week. Pub-caster Doordarshan’s English News channel DD India exited the list during the period under review, while the Radhika and Pronnoy Roy headed NDTV 24×7 made a rare appearance into BARC’s weekly list of Top 5 English News channels in week 06 of 2019.

    At its normal numero uno position was the Arnab Goswami headed Republic TV with a phenomenal 74.5 percent lead in ratings in week 6 of 2020 of 1.141 million weekly impressions as compared to the 0.654 million weekly impressions in week 5. Also at its normal second rank was Times Now with 0.664 million weekly impressions in week 6 of 2020 which was 24.3 percent more than the 0.534 million weekly impressions in week 5. Continuing on at its previous week’s third rank was the India Today group’s India Today Television with 0.415 million weekly impressions in week 6 of 2020, a jump of 40 percent from the 0.303 million weekly impressions in the previous week.

    Climbing up to fourth rank in week 6 of 2020 from the previous week’s fifth rank was Network18’s CNN News18 with 0.263 million weekly impressions, which was 61.3 percent more than the 0.163 million weekly impressions in week 5. Entering BARC’s weekly lists of Top 5 English News channels for was NDTV 24×7 with 0.258 million weekly impressions. This was NDTV 24×7 second appearance in BARC’s top 5 English News channels list in 2020. The channel had appeared in the lists earlier in calendar year 2020 in week 1.

  • JNU incident raises English News ratings afterslump in last week of 2019

    JNU incident raises English News ratings afterslump in last week of 2019

    BENGALURU: After an expected slump in viewership in the last BARC week of 2019 – week 53 (Saturday 28 December 2019 to Friday, 3 January 2020), the combined viewership of top 5 English News channels increased 9.2 percent to 1.835 million weekly impressions in week 1 of 2020 (Wy01 of 2020) from 1.681 million. Viewership was also boosted by the happenings at the Jawaharlal Nehru University (JNU) on January 5 and their subsequent fall out.

    There was a small change in Broadcast Audience Research Council of India (BARC) weekly list of top 5 English News channels in week 1 of 2019 (Saturday, 4 January 2020 to Friday 10 January 2020) – pubcaster network Doordarshan’sEnglish News channels DD India exited the list to be replaced by the Pronnoy and Radhika Roy led NDTV 24×7 which re-entered BARC’s weekly list after a short hiatus of two weeks. Earlier NDTV 24×7 had re-entered BARC’s weekly list of top 5 English News channels in week 51 of 2019 for the first time since BARC Recommenced publication of viewership data in the public domain in week 13 of 2019. BARC had stopped publication of weekly data in the public domain between weeks 6 and 12 of 2019 to enable  stabilisation of viewership after the implementation of Telecom Regulatory Authority of India (TRAI) New Tariff Order.

    Please refer to the figure below:

    As has become the norm, the top 2 channels in BARC’s weekly list of top 5 English News channels in week 1 of 2020 were same – the Arnab Goswami led Republic TV and his previous employer – Times Now. India Today Television moved up a place to rank 3 in week 1 of 2020 from rank 4 in week 53 of 2019. CNN News India also moved up a place to rank 4 during the week under consideration from rank 5 in the previous week. As mentioned above, NDTV 24×7 re-entered the list at rank five.

    Please refer to the figure below:

    Republic TV saw its ratings climb 8.1 percent to 0.615 million impressions in week 1 of 2020 from 0.569 million in the previous week. Times Now saw its viewership climb 14 percent in week 1 0f 2020 to 0.481 million weekly impressions from 0.422 million weekly impressions in week 53 of 2019. The India Today group’s India Today Television saw ratings jump 27.7 percent in week 1 of 2020 to 0.327 million weekly impressions from 0.256 million.

    CNN News18 saw viewership climb 26.6 percent to 0.224 million weekly impressions from 0.177 million weekly impressions. NDTV 24×7 entered the list with 0.188 million weekly impressions in week 1 of 2020.

    Please refer to the figure below