The Securities and Exchange Board of India (SEBI) has finally initiated approved enforcement action against New Delhi Television Ltd (NDTV) and its promoters Prannoy Roy and Radhika Roy and RRPR Holdings Pvt Ltd, for the company's failure to multiple disclosure information to Exchanges.
In a notice issued on 8 June 2016, the market regulator said, "...(SEBI) conducted an examination of certain non-compliance by you in the matter of NDTV Ltd and prima facie found that you have violated SEBI Act, 1992 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Regulations). In view of this, SEBI has decided to initiate/ launch adjudication proceedings against you under section 15A (b) of the SEBI Act for the alleged violation."
However, sources tracking the issue point out that this covers only a few issues in a voluminous body of data and facts available with the regulator; it is not clear at the moment whether this is merely SEBI's initial action or the only issues that it plans to examine at length.
Replying to the SEBI notice, NDTV has taken the stand that the violations in the notice are merely procedural. Its communication to the stock exchanges says, "The Company is of the opinion that the alleged non-compliance referred in the show cause notice (SCN) are technical/procedural in nature. The Company and its Promoters are in the process of seeking legal advice to take appropriate action in the said matter."
The SEBI examination into alleged violations against NDTV, its promoters and major shareholders found non-compliance in certain deals like when General Atlantic sold 7.73% of its stake in the company to Mr Roy and Mrs Roy on 26 December 2007. Following this transaction, NDTV promoters made an open offer. However, they did not comply with the Takeover Regulations for the same transaction on National Stock Exchange (NSE). The due date for disclosure of the General Atlantic share sale was 28 December 2007. The information appeared on BSE, but there was no information disclosed on NSE. On 14 January 2016, NDTV via an email informed NSE about the transaction, the findings from SEBI says.
Similarly, when Indiabulls Financial Services Ltd bought 6.40% stake in NDTV on 1 January 2008, the information was not disclosed to the exchanges for over seven years, SEBI found out. This information was shared by NDTV to BSE on 3 July 2015 and to NSE on 14 January 2016.
SEBI says NDTV and its promoters also failed to disclose the information about promoters' stake sale to Goldman Sachs Investment (Mauritius) Ltd on 17 April 2008, to GS Mace Holding Holdings Ltd with Goldman Sachs Investment (Mauritius) Ltd as PAC on 14 July 2008. This stake was sold by both the Roys and RRPR Holdings Pvt Ltd. Only the deal with Goldman Sachs Investment (Mauritius) Ltd on 17 April 2008 was disclosed by the company, the SEBI notice says.
Following the open offer, NDTV promoters bought 20.28% stake in the company on 3 July 2008. However, this information was not shared with the exchanges for over seven years. NDTV disclosed this information to BSE on 3 July 2015 and to NSE on 14 January 2016 as per the finding from the market regulator.
Two years later, on 8 March 2010, both Prannoy and Radhika Roy bought 5.55% stake each in NDTV from RRPR Holdings Pvt Ltd. According to SEBI finding, while this disclosure was made on BSE, there was no information shared with NSE till 14 January 2016, which is violation of Takeover Regulations.
NDTV also failed to disclosed information to NSE about its annual filing. The company shared its annual disclosure for 2008 with NSE after a delay of 170 days. For the 2010 annual disclosure, NDTV shared the information with BSE, but failed to do the same with NSE till 14 January 2016. NDTV shared the 2011 annual disclosure to BSE after a delay of 16 days, while again failing to disclose it with NSE, which received the information only on 14 January 2016, the SEBI finding says.
Earlier in November 2015, in an affidavit filed in the Supreme Court, the Enforcement Directorate (ED) has said it has received information from the Central Bureau of Investigation (CBI) that NDTV Studios, an Indian resident company, received Rs387.62 crore from NDTV (Media) Mauritius Ltd in 2008 and a small portion of the funds was used for investment in six new subsidiaries in India until 2009. In addition, in 2010, a major portion of the remaining funds, were invested in NDTV Multimedia (Mauritius) Ltd and further, in two existing wholly-owned subsidiaries in the Netherlands and UK through another subsidiary NDTV Worldwide Mauritius Ltd. Thereafter, NDTV Studios and its six subsidiaries were merged with NDTV thereby creating doubts about the purpose of their setting up as well as the sources of funds for NDTV (Media) Mauritius and the need to set up various companies in Mauritius. (Read: CBI, ED questions genuineness of NDTV transactions through Mauritius ; NDTV says it received show notice from ED on FEMA violations; ED charges amount involved is Rs2,030 crore
Last year in June, SEBI levied a penalty of Rs2 crore on NDTV for company's failure to disclose information about the Income Tax demand notice to the Exchanges. (Read: SEBI imposes Rs2 crore penalty on NDTV for late disclosures
). The case related to non-disclosure of the Rs450 demand notice served by the Income Tax department on 21 February 2014 to the stock exchanges as is mandated by Clause 36 of the listing agreement. NDTV’s failure to disclose the notice, for wider dissemination to shareholders was taken up by the regulator for action.
"The disputed amount of Rs450 crores in the tax demand is noted to be significant when compared with Rs349.77 crores of revenue of Noticee for the year ended 31 March 2014 as also the net worth of Rs365 crores as on 31 March 2014. The company has consistently posted a net loss for the past five years. The net loss in FY 2014 amounts to Rs.53.56crores. In view above, Noticee should have made voluntary disclosures to stock exchanges on an immediate and prompt basis.
Although it is the prerogative of companies to decide on materiality, in this case, the amount is material particularly considering the financials of the Company and information ought to have been disclosed. It is noted that the amount involved in the income tax demand was larger than the revenue of the company and significantly larger than its net profit i.e. net loss in the recent financial year as also greater than its net worth," the SEBI order dated 4 June 2015 said.
At 1.10pm Wednesday, NDTV was trading 1% up at Rs94 on the BSE, while the 30-share Sensex was also marginally higher at 26,525.