Tag: SEBI

  • SAT directs NDTV founders to deposit 50% of fine before SEBI

    SAT directs NDTV founders to deposit 50% of fine before SEBI

    NEW DELHI: Following appeals by NDTV founders and promoters Prannoy Roy and Radhika Roy against the Securities and Exchange Board of India (SEBI) order of Rs 27 crore fine for alleged non-disclosure of loan agreements, the Securities Appellate Tribunal (“SAT”)  has held that the pleas require consideration. The matter has been listed for final disposal on 10 February 2021.

    Meanwhile, SAT has directed NDTV to “deposit 50 per cent of the disgorged amount before the respondent within four weeks from today. If the said amount is deposited the balance amount shall not be recovered during the pendency of the appeal.”

    The founders have decided to file an appeal in the Supreme Court against the aforesaid SAT order.

    Earlier in December 2020, SEBI imposed a fine of Rs 27 crore on NDTV for concealing information from shareholders on certain loan agreements. However, in a regulatory filing, the channel mentioned that the promoters through disclosures to the stock exchanges have repeatedly said that they have never allowed for the transfer of NDTV's control and that they continue to own and hold 61.45 per cent of the total paid-up share capital of in the media entity.

  • 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. 

  • Latasha Jadhav leaves Sri Adhikari Brothers TV

    Latasha Jadhav leaves Sri Adhikari Brothers TV

    Mumbai: Latasha Jadhav has resigned from the post of chief financial officer from Sri Adhikari Brothers Television Network Ltd with effect from 26 May, 2020 on personal grounds, informed the company in filing to SEBI.

    The board of the network appointed Latasha Jadhav as CFO of the company from 23 April 2019. Jadhav is also on the board of several other companies.

    The filing also informed that it is submitting the disclosure in “SD mode” pursuant to the guidelines issued by BSE and National Stock Exchange of India Limited for submissions of documents on respective portals in the wake of Covid2019 virus and following the WFH policy.

    Sri Adhikari Brothers produces television programmes such as sitcoms, music shows, game shows, entertainment news and current affairs, soap operas, etc. 

  • 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.

  • Bombay HC rejects NDTV’s petition against SEBI’s show-cause notice

    Bombay HC rejects NDTV’s petition against SEBI’s show-cause notice

    MUMBAI: The Bombay High Court on Monday dismissed the writ petition filed by New Delhi Television’s (NDTV) promoter Dr. Prannoy Roy and Radhika Roy against Security and Exchange Board of India’s (SEBI) show-cause notice.

    SEBI had issued a show-cause notice to NDTV’s promoters for alleged violation of insider trading regulations on 31 August 2018, the promoters had challenged the same in the high court in December.

    Refusing to intervene in the matter, a division bench of Justice SC Dharmadhikari and Justice RI Chagla “asked promoters to contest the adjudicatory proceedings before SEBI”.

    SEBI had issued the notice alleging the petitioner had committed violation of insider trading almost a decade ago while being in possession of ‘unpublished price sensitive information’.

    The promoters had challenged the SEBI’s notice in the HC on the premises that the capital market regulator failed to offer any evidence or documentation to substantiate the allegations. The petition also read that the notice was ‘arbitrary, unreasonable and issued in gross abuse of power’.

    The matter NDTV promoter against SEBI came to the high court on 2 January 2020. The court also observed that SEBI’s notice is time-barred; we don’t wish to interfere with it.

  • DEN Networks appoints Rajendra Hingwala as additional independent director

    DEN Networks appoints Rajendra Hingwala as additional independent director

    MUMBAI: As per the recommendations of nomination and remuneration committee, the board of directors of DEN Networks has approved the appointment of Rajendra Dwarkadas Hingwala as an additional independent director of the company.

    According to the company's BSE filing, Hingwala has been named as a director for a period of three consecutive years with effect from 21 December 2019 to 20 December 2022.

    Hingwala is a chartered accountant and fellow member of the Institute of Chartered Accountants of India (ICAI). He worked as director/ partner with PricewaterhouseCoopers Pvt Ltd (PWC) and retired therefrom after 38 years of service.

    “Hingwala is neither related to any director of the company, nor debarred from holding the office of director by virtue of any Securities and Exchange Board of India (SEBI) order or any other such authority,” the press statement published on the bourses mentioned.

    Hingwala’s area of work included advising. He has an expertise on various provisions of double taxation avoidance agreements, direct and indirect tax implications of acquiring undertakings/ companies, structuring of business transactions, compliance of tax laws including litigation support and structuring of investment by foreign entities in India through various investment routes.

  • ZEEL promoters pledge 10.71% shareholding with Russia’s VTB Capital

    ZEEL promoters pledge 10.71% shareholding with Russia’s VTB Capital

    MUMBAI:  Zee Entertainment Enterprise Ltd’s (ZEEL) promoter Essel Group pledged 10.71 per cent shareholding in the media company with Russia’s VTB Capital Plc.

    According to a disclosure made by VTB Capital to the stock exchanges, the encumbrance on 10.2 crore shares of Zee owned by Essel Media Ventures Ltd was created pursuant to a loan agreement executed on 4 September 2017.

    As per Sebi’s new rules related to pledging which came into effect on 1 October, disclosure of detailed reasons for encumbrance if the shares pledged equal or exceed 50 per cent of the total promoter holding (including shares owned by persons acting in concert) or 20 per cent of the total share capital of the company is needed.

    As of 30 June 2019, the promoters were holding about 35.79 per cent of the company. Subhash Chandra-led Essel Group has been working to sell assets due to high debt crisis. Essel Group agreed to sell up to 11 per cent stake for Rs 4,224 crore in Zee to Invesco Oppenheimer to repay lenders back in August.

  • NDTV promoters get stay on SEBI order banning them from security market

    NDTV promoters get stay on SEBI order banning them from security market

    MUMBAI: An order that was passed by the Securities and Exchange Board of India (Sebi), barring New Delhi Television (NDTV) promoters Prannoy Roy and Radhika Roy from holding managerial positions at the news television network, was stayed by the Securities Appellate Tribunal (SAT).

    The order in the matter of NDTV pertains to a Rs 350-crore loan taken by holding company RRPR Holding from ICICI Bank, which was later liquidated by taking two more loans from Vishvapradhan Commercial (VCPL). The loan taken from VCPL was interest-free for 10 years on the condition that VCPL would have a right of first refusal on 50 per cent of NDTV shares in the event they were sold in the market. The loan agreement had certain call options for transfer of 30 per cent of RRPR shareholding at a price of around Rs 215 per share, according to reports.

    Sebi, in its order dated 14 June, said the loan agreement was nothing but a sham agreement, and violated disclosure norms. SAT heard the arguments that were being stated by the counsels for Sebi and the Roys. According to the tribunal, various allegations made in the Sebi order had to be considered in detail.

    Sat also directed the Roys to not alienate or create any encumbrance on their shareholding in NDTV till further orders.

    “We find the whole world knows about the impugned order except the appellants. To date, they have not been supplied a copy of the impugned order despite the oral direction given by this tribunal yesterday (Monday)… Their liability and their onerous duty does not end the moment they upload the order on their website. The first duty is to supply a copy of the impugned order to the aggrieved party, which, in the instant case, has not been done to date,” said SAT.

    The tribunal pulled up Sebi for not supplying a copy of the order to the Roys.

  • Suresh Kumar Arora appointed as whole time director of Siti Networks

    Suresh Kumar Arora appointed as whole time director of Siti Networks

    MUMBAI: Siti Networks Ltd has appointed Suresh Kumar Arora, who was non-executive non-independent director, as a whole time director of the company with effect from 14 June 2019.

    The appointments have been done on the basis of recommendations of Nomination and Remuneration Committee, confirming that Arora is not debarred from holding the office of director pursuant to any SEBI order or any other authority.

    Arora has experience of about 34 years in various fields and in particular finance and accounts, export/import procedures and documentation and sales and marketing. His last assignment was with Pan India Network Ltd (PINL) at a senior position in sales and marketing department.

    PINL is an Essel Group Company and is engaged in the business operations of Online/Paper Lottery in the state of Punjab. Arora has successfully created a strong network of channel partners – about 50 distributors and 3000 plus retail outlets. PINL was present in almost each and every city of Punjab. During his tenure with PINL, he got the opportunity to interact and coordinate with the senior officials of the Punjab government.

  • RIL subsidiary gets Competition Commission nod for Den, Hathway acquisition

    RIL subsidiary gets Competition Commission nod for Den, Hathway acquisition

    BENGALURU: The Mukesh Dhirubhai Ambani led Reliance Industries Limited has informed the bourses that permission from the Competition Commission of India for acquisition of shares and control of Den Networks and Hathway Cable & Datacom  (Hathway) by six SPV 100 percent owned and controlled by Digital Media Distribution Trust of which Reliance Content Distribution Limited, a wholly owned subsidiary of Reliance Industries Limited, is the sole beneficiary, has been received on 21 January 2019.

    The approval will enable subscription to the preferential issue of equity shares by Den and Hathway and purchase of equity shares of Den from the existing promoters, as specified in the disclosure dated October 18, 2018.

    RIL is now waiting for Securities and Exchange Board of India (SEBI) comments on the draft letter for mandatory open offer to shareholders of (a) Den; (b) GTPL Hathway Limited; and (c) Hathway Bhawani Cabletel and Datacom Limited,

    Yesterday, Den Networks had informed the Stock Exchanges that (i) Jio Futuristic Digital Holdings Private Limited, (ii) Jio Digital Distribution Holdings Private Limited and (iii) Jio Television Distribution Holdings Private Limited (collectively referred as “investors“) have received the above referred approval.

    Also, yesterday, Hathway had informed the Stock Exchanges – “Further to our intimations dated 17th October, 2018 and 14th November, 2018 with respect to Boards' and Shareholders' approval for raising of funds up to Rs. 2940,00,03,500 (Rupees Two Thousand Nine Hundred and Forty Crores Three Thousand and Five Hundred only) through preferential allotment to Jio Content Distribution Holdings Private Limited, Jio Internet Distribution Holdings Private Limited and Jio Cable and Broadband Holdings Private Limited (the "Proposed Investors"), please be informed that the Proposed Investors have received the approval from the Competition Commission of India on January 21, 2019.”

    Hathway had also submitted a copy of the Letter of Offer dated 21 January 2019 to Stock exchanges.