Charges against NDTV for violating SEBI guidelines were dropped by the stock exchanges authority.

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BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA
[ADJUDICATION ORDER NO. EAD/KS/VB/AO/29-31/2017-18]
__________________________________________________________________
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ
WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING PENALTIES BY
ADJUDICATING OFFICER) RULES, 1995.
In respect of
1. Mr. Prannoy Roy (PAN: AAHPR6037K)
2. Ms. Radhika Roy (PAN: AAHPR6038G)
3. M/s. RRPR Holdings Pvt Ltd (PAN: AADCR1710Q)
In the matter of NDTV Limited
___________________________________________________________________
FACTS OF THE CASE
1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) examined
multiple disclosure related violations in the matter of New Delhi Television Ltd
(hereinafter referred to as “NDTV / company”) and observed certain non-compliances
of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (hereinafter
referred to as "SAST, 2011") by the promoters of NDTV.
APPOINTMENT OF ADJUDICATING OFFICER
2. Shri Prasad Jagdale was appointed as the Adjudicating Officer vide communique dated
November 17, 2016 under Section 19 of the Securities and Exchange Board of India Act,
1992 (hereinafter referred to as the ‘SEBI Act’) read with Section 15-I(1) of the SEBI Act
and Rule 3 of the SEBI (Procedure of Holding Inquiry and Imposing Penalties by
Adjudicating Officer) Rules, 1995 (hereinafter referred to as the ‘Adjudication Rules’).
Pursuant to the transfer of Shri Prasad Jagdale, Shri Suresh Gupta was appointed as

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Adjudicating Officer and thereafter, vide appointment order dated May 18, 2017 the
Adjudication proceedings have been transferred to the undersigned which was
intimated vide communiqué dated August 11, 2017 to inquire into and adjudge under
Section 15A(b) of the SEBI Act, the violation of Regulation 30(2) of the SAST, 2011
alleged to have been committed by Mr.Prannoy Roy, Ms.Radhika Roy and M/s RRPR
Holdings Pvt Ltd, promoters of NDTV (hereinafter collectively referred to as “Noticees”)
SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING
3. A Show Cause Notice (hereinafter referred to as ‘SCN’) dated August 23, 2017 was
issued to the Noticees under Rule 4 of the Adjudication Rules communicating the
alleged violations of the SAST, 2011. The Noticees were also called upon to show cause
as to why an inquiry should not be initiated against them in terms of Rule 4 of the
Adjudication Rules and penalty be not imposed under Section 15A(b) of the SEBI Act
for the alleged contravention of SAST, 2011.
4. The details in respect of violation/ non-compliance of Regulation 30(2)1 of SAST, 2011
by the Noticees are as given below:
a) It is alleged that the Noticees had not complied with Regulation 30(2) of SAST,
2011 during the financial year 2011-2012. The details are given in the following
table:
Regulation/sub-
regulation
Exchange
Relevant
Year
Due date for
compliance
Actual Date
of compliance
Delay
30(2) of
SAST,2011
BSE 2011-2012 12.04.2012 15.06.2012
64 days
NSE 2011-2012 12.04.2012 13.04.2012 1 day
From the above table, on one instance, it is alleged that for the year 2011-2012
the due date for compliance with Regulation 30(2) of SAST, 2011 was April 12,
1
Read with Regulation 30(3) of SAST,2011

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2012 and the actual date of compliance was on June 15, 2012 on BSE, thus causing
a delay of 64 days.
b) As per the requirements of Regulation 30(2) read with Regulation 30(3) of SAST,
2011, the Noticees being promoters of NDTV were required to make disclosures
regarding the aggregate shareholding and voting rights in NDTV as of March 31
within 7 working days from the end of each financial year to every Stock Exchange
where the shares of the NDTV are listed and to the company. However, it was
alleged that there was a delay of 64 days and 1 day in disclosure to BSE & NSE
respectively for the financial year 2011-12.
5. Vide letter dated September 14, 2017, Noticees submitted a reply to the SCN. In the
said letter dated September 14, 2017, the Noticees inter-alia made the following
submissions:
a) At the outset, RRPR Holding Pvt. Ltd. ("RRPR"), Dr. Prannoy Roy and Mrs. Radhika
Roy (collectively referred to as the "Promoters") deny the alleged non-compliances
committed by the Promoters under Regulation 30(2) of the Securities & Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
("Takeover Regulations 2011")
b) The relevant disclosure(s) under Regulation 30(2) of the Takeover Regulations 2011
were made by the Promoters on April 12, 2012 to both BSE and NSE under their
respective letters dated April 11, 2012 through courier as well as through fax. The
cover letters, disclosure(s) in the format prescribed under Regulation 30(2), courier
slips and fax receipts are enclosed as Annexure 1 for your ready reference.
c) In view of the above submissions and the enclosed documentary evidence, we
request you drop the above referenced notice and inform the Noticees accordingly
6. In the interest of natural justice, an opportunity of hearing was provided to the
Noticees on October 13, 2017 vide hearing notice dated October 06, 2017. Mr.
Pawan Sharma, Advocate and Mr. Sagar Sarin, Advocate, DMD Advocates appeared
as the Authorized Representatives (“ARs”) on behalf of the Noticees in the hearing
on October 13, 2017 and reiterated the submissions given by the Noticees in their
reply to the SCN. No further hearing was sought by the ARs in the matter.

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CONSIDERATION OF ISSUES AND FINDINGS
7. I have carefully perused the written submissions of the Noticees and the documents
available on record. The issues that arise for consideration in the present case are :
a) Whether the Noticees had violated the provisions of Regulation 30(2) read
with Regulation 30(3) of the SAST, 2011?
b) Does the violation(s), if any, attract monetary penalty under Section 15A(b)
of the SEBI Act?
c) If yes, what should be the quantum of penalty?
8. Before moving forward, it is pertinent to refer to the relevant provisions of the SAST,
2011 which read as under:-
SAST, 2011
Continual disclosures.
30 (1) ….
(2) The promoter of every target company shall together with persons acting in concert
with him, disclose their aggregate shareholding and voting rights as of the thirty-first
day of March, in such target company in such form as may be specified.
(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be
made within seven working days from the end of each financial year to —(a) every
stock exchange where the shares of the target company are listed; and (b) the target
company at its registered office.
9. I note from the above that Regulation 30(2) read with Regulation 30(3) of the SAST,
2011 relate to continual disclosures. It has been prescribed that promoter of every
company, together with persons acting in concert with him, must disclose their
aggregate shareholding and voting rights as of the thirty-first day of March, in such
company within seven working days from the end of each financial year to every stock
exchange where the shares of the target company are listed and the target company

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at its registered office. Thus, the Noticees being shown as promoters of the company
in the disclosures made by NDTV to BSE & NSE were required to make the relevant
disclosures under Regulation 30(2) read with Regulation 30 (3) of the SAST, 2011, to
company and to BSE & NSE. I also note from the Email dated October 20, 2017
received from ARs that the Noticees had made the requisite disclosures under
Regulation 30(2) read with Regulation 30(3) of the SAST, 2011 to the company on April
12, 2012 vide letter dated April 11, 2012 within the prescribed time.
10. Now, the issue for consideration is whether the Noticees have delayed in making the
relevant disclosures to BSE and NSE under Regulation 30(2) read with Regulation 30(3)
of the SAST, 2011 for the financial year 2011-2012. I find from the material made
available before me that the relevant disclosures were required to be made in the
prescribed format before April 12, 2012. However, I note from the records that it was
alleged in the show cause notice based on email received from BSE and NSE dated
June 22, 2015 and August 02, 2017 respectively, that the Noticees have made the
relevant disclosures on June 15, 2012 in BSE and on April 13, 2012 in NSE thereby
causing a delay of 64 days and 1 day respectively.
11. The Noticees in their reply dated September 14, 2017 have submitted that they have
made the required disclosures under Regulation 30(2) of SAST, 2011 to both BSE and
NSE vide letters dated April 11, 2012 through courier as well as through fax. From the
Annexure to the reply of the Noticees dated September 14, 2017, I find separate
letters dated April 11, 2012, sent by each of the Noticees addressed to BSE and NSE
respectively submitting disclosures in prescribed format under Regulation 30(2) of
SAST, 2011. I also observe that the Noticees have also produced fax receipts and
courier slips as supporting documents / evidence to confirm the fact that they had
made the relevant disclosure to BSE and NSE in terms of the relevant provisions of
SAST, 2011.

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12. On perusal of the fax receipts, I find that facsimiles were sent to NSE and BSE on April
12, 2017 at 9:07 PM and 9:15 PM respectively with 6 pages each. I also find the courier
slips dated April 12, 2012 addressed to BSE and NSE as consignees, as submitted by
the Noticees. In order to verify the claim of disclosures made by the Noticees, an email
dated September 19, 2017 was sent to BSE and an email dated September 28, 2017
was sent to NSE forwarding the reply of the Noticees to confirm whether the Noticees
have made the relevant disclosures under Regulation 30(2) of SAST, 2011. BSE, vide
its email dated September 27, 2017, had submitted that the exchange was in receipt
of disclosures from the Noticees under Regulation 30(2) of SAST, 2011 on April 12,
2012 which was submitted by fax and the physical copies of the said disclosures were
received on April 13, 2012. Further, NSE, vide its E-mail dated October 05, 2017
confirmed that the Noticees have made the relevant disclosures as claimed under
Regulation 30(2) of SAST, 2011.
13. Thereafter, in order to be fully assured, both BSE & NSE were advised to re-confirm
the submissions made in the aforesaid emails dated September 27, 2017 and October
05, 2017 respectively. Pursuant to this, NSE vide its email dated October 10, 2017
submitted that the annual disclosures made by the promoter for the year 2012 have
been received via Fax on April 12, 2012. Further, BSE vide its email dated October 12,
2017, had inter alia confirmed that the disclosures were received by the Exchange
through Fax on April 12, 2012 followed by hard copy submitted at the inward section
of the Exchange on April 13, 2012. BSE had also submitted that the inward date for the
annual disclosure for the year 2012 was inadvertently mentioned as June 15, 2012
(15/06/2012) which was the processing date of the disclosure and not the actual
receipt date.
14. From the above, it can be safely concluded that the Noticees had made the disclosures
under Regulation 30(2) read with Regulation 30(3) of SAST, 2011 to both BSE and NSE
besides to the company. In view of the foregoing, I am of the opinion that the

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allegation of delayed disclosures under Regulation 30(2) read with Regulation 30(3) of
SAST, 2011 to BSE & NSE against the Noticees does not stand established and
therefore does not attract any monetary penalty under Section 15A(b) of the SEBI Act.
ORDER
15. In view of my findings noted in the preceding paragraphs, I hereby dispose of the
Adjudication Proceedings initiated against the Noticees viz Mr. Prannoy Roy, Ms.
Radhika Roy and M/s. RRPR Holdings Pvt Ltd vide SCN dated August 23, 2017.
16. In terms of Rule 6 of the Adjudication Rules, copies of this order are sent to Mr.
Prannoy Roy, Ms. Radhika Roy, M/s. RRPR Holdings Pvt Ltd and also to the Securities
and Exchange Board of India.
Date: October 23, 2017 K SARAVANAN
Place: Mumbai GENERAL MANAGER &
ADJUDICATING OFFICER