Prannoy Roy & Radhika Roy resign from NDTV Board

TNI Bureau: Prannoy Roy and Radhika Roy have resigned from their positions as directors on the board of RRPR Holding Private Limited in response to the Adani Group’s open offer to purchase New Delhi Television Limited (NDTV) (RRPRH).

Tuesday, NDTV wrote to the Bombay Stock Exchange with the following information: “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. Sen.

Resignation of Dr. Prannoy Roy (DIN: 00025576) and Mrs. Radhika Roy (DIN: 00025625) as Directors on the Board of RRPRH, due as of November 29, 2022, were approved with immediate effect.

RRPRH has approved Sudipta Bhattacharya, Sanjay Pugalia & Senthil Sinniah Chengalvarayan as directors on Board with immediate effect.

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On August 23, the Gautam Adani-led Adani Group, a conglomerate with numerous commercial interests, purchased a 29.18% stake in the television network NDTV Ltd. The group also announced that it would conduct an open offer as mandated 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. The SEBI (Substantial Acquisition of Shares and Takeovers) Rules state that the acquirer must make an open offer to the target company’s shareholders, urging them to tender their shares for a specific price.

If an acquirer owns more than 25% of the company’s outstanding common shares, an open offer is required.

So, now, 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.

Adani businesses had purchased Vishva Pradhan Commercial Pvt Ltd (VCPL), which had lent the founders of NDTV, led by Prannoy Roy, about Rs 403 crore, in August. In exchange for warrants, VPCL had lent the money in 2009–2010, enabling it to purchase a 29.18% interest in NDTV and launching the open tender.

A unit of the Adani Group received shares from a company funded by the founders of NDTV, according to sources, moving the conglomerate one step closer to owning the media company. The Roy’s could have counter-offered Adani but doing so would have required substantial financial resources.

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