New Delhi(PTI): Adani group on Friday rejected NDTV's assertion that Sebi's approval is necessary to acquire interests in RRPR, saying the promoter entity is not a part of the regulator's order that restrained Prannoy and Radhika Roy from accessing the securities market.
Terming the contentions raised by RRPR as "baseless, legally untenable and devoid of merit", VCPL said the holding firm is "bound to immediately perform its obligation and allot the equity shares" as specified in the Warrant Exercise Notice.
In a regulatory update, Adani Eneterprises Ltd said VCPL has received a reply on behalf of RRPR to the Warrant Exercise Notice dated August 23, 2022.
"RRPR is not a party to the SEBI Order dated 27th November 2020. Consequently, the restraints as pointed out by RRPR in paragraphs 111(b) and 112 of the SEBI Order do not apply to RRPR," Adani Enterprises said in the regulatory update.
The Warrant Exercise Notice was issued by its subsidiary Vishvapradhan Commercial Private Ltd (VCPL) under a contract, which is binding on RRPR, it added.
"RRPR is therefore obligated to comply with its contractual obligations," Adani Enterprises said.
The group also said the 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.
"VCPL, therefore, does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on the exercise of warrants," it added.
On Thursday, NDTV had said the approval from market regulator Sebi is "necessary" for VCPL to acquire interests in NDTV's promoter entity RRPR Ltd against an unpaid loan.
The Securities and Exchange Board of India (Sebi) on November 27, 2020, restrained the founder-promoters Prannoy and Radhika Roy "from accessing the securities market, and further prohibiting buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of 2 years".
This ban expires on November 26, 2022, said NDTV in a disclosure to exchanges.
"... unless pending appeal proceedings were to successfully conclude prior, Sebi approval is necessary for the proposed Acquirer to secure 99.5 per cent interests in the Promoter Group vehicle, since this would consequently lead to the acquisition of voting rights in respect of 29.18 per cent of the issued share capital of the Target Company held by the Promoter Group vehicle," NDTV said in the regulatory filing.
On Tuesday, Adani group announced that it has acquired 29.18 per cent shareholding in NDTV and will launch an open offer to buy an additional 26 per cent stake.
The key element behind the takeover bid is an unpaid loan that NDTV's promoter entity RRPR Holding Pvt Ltd had availed from Vishvapradhan Commercial Pvt Ltd (VCPL).
The entity had taken a loan of Rs 403.85 crore in 2009-10 and against this amount, warrants were issued by RRPR. With the warrants, VCPL had the right to convert them into a 99.9 per cent stake in RRPR in case the loan was not repaid.
Adani group firm first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake in the news channel company.
Shares of NDTV hit the upper circuit limit for the third straight day in the opening trade on Friday.
The company's shares have been rising after Adani group's hostile takeover bid with the announcement of an open offer on Tuesday to acquire an additional 26 per cent stake.
The scrip opened at Rs 423.85, its highest trading permissible limit for the day as well as the fresh 52-week high level, on BSE. This was a 5 per cent increase compared to Thursday's closing level of Rs 403.70 apiece.
As the session progressed, the shares were trading at Rs 422.10 apiece, a gain of 4.56 per cent.
On NSE too, the company's shares reached the upper circuit limit of Rs 427.95, which was also its 52-week high on the bourse, after opening at Rs 421.90.
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United Nations (PTI): A spokesperson for UN Secretary-General Antonio Guterres has said the world body "hopes" that in India and any country that is having elections, people's "political and civil rights" are "protected" and everyone is able to vote in a "free and fair" atmosphere.
Spokesperson for the Secretary-General Stephane Dujarric made these remarks on Thursday while he was responding to a question on the "political unrest" in India ahead of the upcoming national elections in the wake of the arrest of Delhi Chief Minister Arvind Kejriwal and the freezing of the opposition Congress Party's bank accounts.
"What we very much hope that in India, as in any country that is having elections, that everyone's rights are protected, including political and civil rights, and everyone is able to vote in an atmosphere that is free and fair," Dujarric said at the daily press briefing Thursday.
The response from the United Nations comes a day after the US also reacted to a similar question on Kejriwal's arrest and freezing of the Congress party's bank accounts.
On Wednesday, hours after India summoned a senior US diplomat to protest remarks on Kejriwal's arrest, Washington reiterated that it encourages fair, transparent, timely legal processes.
On the US diplomat being summoned in Delhi, US State Department Spokesperson Matthew Miller said "I'm not going to talk about any private diplomatic conversations. But of course what we have said publicly is what I just said from here, that we encourage fair, transparent, timely legal processes. We don't think anyone should object to that, and we'll make the same thing clear privately."
Ministry of External Affairs (MEA) officials summoned Acting Deputy Chief of Mission Gloria Berbena to their office in South Block in the Indian capital. The meeting lasted for more than 30 minutes.
On Thursday, India said the US State Department's recent remarks on the arrest of Delhi Chief Minister Arvind Kejriwal are "unwarranted" and asserted the country is "proud of its independent and robust democratic institutions" and committed to protect them from any form of undue external influences.
Any "external imputation" on India's electoral and legal processes is "completely unacceptable", MEA Spokesperson Randhir Jaiswal said in New Delhi during his weekly press briefing.
In India, legal processes are driven "only by the rule of law", Jaiswal said on Thursday.
Earlier on Wednesday, the Ministry of External Affairs (MEA) had said in a statement that India took strong objection to the remarks of the Spokesperson of the US State Department about certain legal proceedings in India.
"India's legal processes are based on an independent judiciary which is committed to objective and timely outcomes. Casting aspersions on that is unwarranted," the MEA had said.
The Enforcement Directorate has arrested Kejriwal in a money laundering case linked to the excise policy 'scam'.
The case pertains to alleged corruption and money laundering in formulating and executing the Delhi government's excise policy for 2021-22 which was later scrapped.