SEBI bars NDTV's Prannoy,Radhika Roy from capital markets for two years
New Delhi: Regulator Sebi on Friday barred NDTV Ltd's three key promoters -- Prannoy Roy, Radhika Roy and their holding firm from the capital markets for two years and also restrained the two individuals from holding any board or top management role at the company in this period.
The Roy couple has also been been barred from holding a board or key managerial position at any other listed company for one year, Sebi said while coming down heavily on them and RRPR Holdings Pvt Ltd for what it termed as violation of various regulations by keeping minority shareholders in the dark about three loan agreements.
One such loan agreement was with ICICI Bank while two loans were from a little-known entity Vishvapradhan Commercial Private Ltd (VCPL).
The ownership of Delhi-based 'wholesale trading' firm VCPL, incorporated in 2008, is said to have later changed hands from RIL to the Nahata group, from which the Mukesh Ambani-led firm had bought Infotel Broadband in 2010 to re-enter the telecom business.
Earlier last year, Sebi had ordered VCPL to make an open offer for NDTV Ltd for indirectly acquiring control of up to 52 per cent stake through a convertible loan of Rs 350 crore in 2009 'sourced' from a subsidiary of Reliance Industries Ltd.
In its latest 51-page order, the Securities and Exchange Board of India (Sebi) said all its directions, including debarment of RRPR, Prannoy Roy and Radhika Roy from buying, selling or otherwise dealing directly or indirectly in securities, or being associated with the securities market, will come into effect immediately.
Their existing holdings, including mutual fund units, will remain frozen during the prohibition period, Sebi said.
Sebi said its probe began after receipt of complaints in 2017 from Quantum Securities Pvt Ltd, a shareholder of New Delhi Television Ltd (NDTV), about alleged violation of rules by non-disclosure of material information to the shareholders about loan agreements with VCPL.
The ICICI Bank loan had a clause wherein the three promoters of NDTV had undertaken not to permit any major corporate restructuring, merger etc. without prior written approval of the lender.
Investigations found that another loan agreement was signed with VCPL for a loan of Rs 350 crore later, which did not carry any interest rate, to repay the ICICI Bank loan that had an interest rate of 19 per cent.
However, one of the terms of the new loan effectively gave VCPL control over the entire shareholding of RRPR Holdings. The agreement gave further significant powers to VCPL and it was significantly material and price-sensitive in nature, as per the order.
A second loan agreement for Rs 53.85 crore was also signed with VCPL a year later that provided for the promoters of NDTV allowing the lender to indirectly acquire 30 per cent stake in the media company through conversion of their warrants into equity shares of RRPR Holdings.
It was alleged that by concealing such material information from the public shareholders for a period when the promoters were themselves dealing in the company shares, they had committed a fraud on the minority public shareholders.
Noting that the company was bound to intimate such material information to the public shareholders to help them take informed investment decision, Sebi said "the loan agreements were unmistakably structured as a scheme to defraud the investors by camouflaging the information about the adversarial terms and conditions impinging upon the interest of NDTV's shareholders." Sebi said Roys have been the face of NDTV and the prime movers of all its activities, while they were also actively running the day-to-day management as Chairman and Managing Director (MD).
Under the circumstances, they had "avowed duty to act in a fair and transparent manner to protect the interest of their minority shareholders and not to indulge in any fraudulent activity or any activity detrimental to the interest of the shareholders of NDTV".
"However, contrary to the same, in the present case, the noticees -- the promoters and directors of NDTV -- have been found to have indulged in fraudulent acts wherein they have bartered away the interests of NDTV by making them subject to prior written consent of ICICI/VCPL without disclosing the same to the company (NDTV)," Sebi said.
The regulator also accused them of having violated the Code of Conduct of NDTV, which they were supposed to abide by as Chairman and MD.
"Any fraudulent act directly designed to defraud such investors cannot be treated as good for the securities market and for the interest of investors. Such acts, if not dealt with adequately and sternly, will send a wrong signal to the violators having same or similar propensity and will not be good for the securities market," the regulator said in its order.
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Rajnath to top commanders: Outmaneuver adversaries with strategic surprise
Jaipur/New Delhi (PTI): Defence Minister Rajnath Singh on Friday directed the top military commanders of the three services to integrate an "element of surprise" into modern warfare to outmaneuver India's adversaries and bolster strategic posture.
In his address at the joint commanders conference in Jaipur, Singh also described the Operation Sindoor as a testament to the "swift, precise, and joint response" of the Indian armed forces to safeguard national interests and called upon the military to remain ready to deal with any security challenges.
In their two-day deliberations, the commanders carried out a comprehensive review of the combat preparedness of the military in the wake of the evolving regional security situation.
Operation Sindoor was a demonstration of India's growing capabilities and a symbol of the nation's collective resolve and new military ethos, Singh said, a day after the first anniversary of Operation Sindoor.
He also unveiled a 'Joint Doctrine for Integrated Communication Architecture' that is aimed at strengthening doctrinal clarity, interoperability and integrated communications across the armed forces in future multidomain operations.
The joint commanders' conference, themed 'Military Capability in New Domains', brought together the top leadership of the defence ministry and the three services to deliberate on emerging security challenges and future readiness.
Comprehensive deliberations were held on future warfare, multidomain operations, technological transformation and joint capability development.
The conference witnessed extensive discussions on cognitive warfare, cyber resilience against evolving quantum and AI-enabled threats, military capability development in emerging domains, indigenous innovation and AI-enabled warfighting concepts.
It was attended by Chief of Defence Staff Gen Anil Chauhan, Chief of the Naval Staff Admiral Dinesh Kumar Tripathi, Chief of the Army Staff Gen Upendra Dwivedi, Chief of the Air Staff Air Chief Marshal AP Singh and Defence Secretary Rajesh Kumar Singh among others.
In his remarks, Singh asked the commanders to remain "future-ready" by learning from the operation as well as the current global security landscape.
He underscored the need to strengthen capabilities in artificial intelligence, autonomous systems, data analytics and secure communication networks to stay prepared in the rapidly evolving geopolitical security scenario. He emphasised that future conflicts will increasingly be shaped by hybrid threats, information dominance and operations conducted simultaneously across cyber, space, electromagnetic and cognitive domains, according to an official readout.
Highlighting the transformative impact of emerging technologies, Singh stressed on the importance of ensuring integrated national preparedness across all spectrums of conflict, it said.
Singh's remarks at the conference came a day after the first anniversary of Operation Sindoor.
The defence minister appreciated the progress achieved in enhancing jointness, integration and technological adoption across the three services, the readout noted.
Singh said that jointness constitutes a pivotal dimension within the transformative changes sweeping across the global defence sector.
"Future wars will not be won solely through weaponry, but through innovative thinking and enhanced synergy," he said.
The defence minister exhorted the commanders to cultivate the "element of surprise" to remain unpredictable to the nation's adversaries and secure a strategic edge in any given situation.
He, however, urged them to remain vigilant of the element of surprise of the enemy and always stay two steps ahead.
Singh also reiterated the Narendra Modi government's commitment to enhancing the capabilities of the defence forces through state-of-the-art weapons and platforms. He added that special focus is being laid on research in niche domains.
During the conference, he released a documentary film on Operation Sindoor.
The film reaffirms the nation's and defence forces' commitment to operational preparedness and decisive national response capabilities.
Demonstrations of advanced systems and platforms developed for intelligence fusion, operational planning and information management were also showcased during the conference reflecting growing integration of cutting-edge technologies into joint operational structures, according to the defence ministry.
The discussions will contribute significantly towards shaping India's future military transformation and integrated operational preparedness, it said.
