Tag : NDTV

New Delhi: Against the backdrop of an attempted takeover of NDTV by Adani Media Works, a Securities and Appelate Tribunal (SAT) order of July 20, 2022 assumes significance. On Wednesday, NDTV's share price was hovering at Rs 388. The SAT has held that the loan agreement executed by the NDTV promoters with VCPL did not transfer control of NDTV to VCPL either directly or indirectly and, therefore, the findings given by the AO on the issue that the loan agreement is structured in such a way that in fact it transfers control to VCPL indirectly cannot be sustained. The findings in this regard were set aside. The question which needs to be decided is, whether the minutes and the contents of the minutes of August 5, 2015 of the Board of Directors of NDTV was required to be disclosed 83 under Clause 36 of the listing agreement, SAT said in its July 20 order. In the instant case, the AO has found that the information relating to VCPL loan agreements were material and price sensitive in nature on account of de facto control by VCPL. "We have already held that there was no de facto control of VCPL on NDTV and, therefore, on this short ground the finding that the contents of the loan agreements were price sensitive in nature cannot be sustained," the Tribunal said. "However, considering the peculiar structure of the loan agreement, coupled with the fact that the exercise of the warrant option or the call option if invoked would have a bearing on the performance/operations of the company and therefore, to that extent, when the matter was discussed in the minutes of the Boards' meeting on August 5, 2015, the said minutes should have been disclosed under Clause 36 of the listing agreement. Such disclosure would enable the shareholders and the pub ...