No Sebi nod needed: Adani Group counters NDTV promoters' defence

The Adani group contested claims by NDTV on Friday, saying the Securities and Exchange Board of India (Sebi’s) approval was not required by the news broadcaster to transfer the shares of promoter entity RRPR Holdings to the Adani-owned Vishvapradhan Commercial Private (VCPL).

In two separate letters to NDTV and its promoter entity, VCPL said on August 23 that Rs 1. 9 crore — the amount payable for the 19,90,000 equity shares of RRPR following the exercise of warrants — has already been paid by VCPL and received by RRPR. Hence, any subsequent attempt by RRPR Holdings to return the money received or the original warrant certificate won’t have legal effect on the exercise of warrants by VCPL, the Adani company said.

VCPL said the contentions raised by RRPR Holdings in a letter are baseless, legally untenable, and devoid of merit. “RRPR is therefore bound to immediately perform its obligation and allot the equity sha­res as specified in the Warrant Exercise Notice,” VCPL argued.

Adani Group was reacting to a stock-exchange filing made by NDTV on Thursday that said the capital market regulator in November 2020 had banned its promoters for two years from buying or selling shares, and hence it will not be able to transfer the shares until November this year to VCPL.

VCPL, the proposed acquirer of NDTV, AMG Media Networks, and Adani Enterprises made an open offer to acquire an additional 26 per cent stake in NDTV on Tuesday after the Roys defaulted on an interest-free loan taken from VCPL in 2009, then owned by a Mukesh Ambani-owned entity. After Adani Group acquired VCPL, it exercised the rights to acquire 99.5 per cent stake in RRPR Holdings, which in turn, holds a 29.1 per cent stake in NDTV. 

VCPL said RRPR is not a party to the Sebi order dated November 27, 2020, and hence the restraints pointed out by RRPR in the Sebi order do not apply to RRPR. “‘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,” the VCPL letter to RRPR 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 Prannoy Roy or Radhika Roy pursuant to the exercise of the warrants by VCPL and allotm­ent of shares by RRPR,” it said.

Expressing surprise at a similar communication received from NDTV, VCPL said NDTV has taken the same stand as RRPR. It also called upon NDTV to provide all information/documents and immediately comply with the requests made by VCPL in furtherance of the open offer.