Prannoy Roy and Radhika Roy have resigned from their positions as directors on the board of RRPR Holding Private Limited (RRPRH) amid Adani Group’s open offer to purchase New Delhi Television Limited (NDTV). The RRPR in RRPR Holding Private Limited is named after the two Roys, Radhika and Pranoy.
In a letter on Tuesday, NDTV told the Bombay Stock Exchange, “NDTV has been informed by the Promoter Group vehicle RRPR Holding Private Limited (RRPRH) that the Board of Directors at the meeting held today i.e. November 29, 2022, have approved: 1. Appointment of Mr. Sudipta Bhattacharya (DIN: 0006817333), Mr. Sanjay Pugalia (DIN: 0008360398), and Mr. Senthil Sinniah Chengalvarayan (DIN: 02330757), as Directors on the Board of RRPRH, with immediate effect; and
2. Resignation of Dr. Prannoy Roy (DIN: 00025576) and Mrs. Radhika Roy (DIN: 00025625) as Directors on the Board of RRPRH, with effect from the close of business hours of November 29, 2022.”
On August 23, the Gautam Adani-led Adani Group, a conglomerate with numerous business interests, purchased a 29.18% stake in the television network NDTV Ltd. The group also announced that it would conduct an open offer as required by SEBI to acquire an additional 26% of the business. The Adani Group launched their open offer on November 22 and it will be available until December 5, 2022.
According to the SEBI (Substantial Acquisition of Shares and Takeovers) Rules, if an acquirer has more than 25% of the company’s public shareholding, an open offer is made to the target company’s shareholders inviting them to tender their shares at a specific price.
Adani Group must make an open offer to purchase another 26% of NDTV since it has become a significant stakeholder with a 29.18% shareholding and is likely to disrupt the business’s control structure. This will allow minority shareholders who want to leave the firm to tender their shares.
A unit of the Adani Group received shares from a company funded by the founders of NDTV, according to Reuters, moving the conglomerate one step closer to owning the firm.
Adani could have been stopped if The Roys had made a counter offer, but doing so would have needed a lot of money.
How did this whole thing start?
The Roys’ RRPR Holding Pvt Ltd received a Rs 403.85 crore interest-free loan from VCPL in 2009 and 2010. In exchange for this loan, RRPR gave VCPL warrants that could be exchanged for a 99.9% share in RRPR.
At the time, Adani was absent from the picture. VCPL had raised money from Reliance Strategic Ventures, a fully-owned subsidiary of Mukesh Ambani-led Reliance Industries Ltd., in order to extend the loan to RRPR.
On August 23, the Adani Group revealed that VCPL had been acquired for Rs 113.75 crore by AMG Media Networks Ltd, a division of its flagship Adani Enterprises Ltd. By that time, the loan had not been paid back. The CPL notice had been delivered to NDTV Ltd. “without any discussion with NDTV or its founder-promoters,” the company had then said in a statement to the stock exchanges.
“Without any discussion with NDTV or its founder-promoters, a notice has been served upon them by VCPL, stating that it (VCPL) has exercised its rights to acquire 99.50% control of RRPR, the promoter-owned company that owns 29.18% of NDTV,” their statement said.
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The Chenab Times News Desk
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