Prannoy Roy and his wife Radhika Roy has resigned from the board of RRPR Holding Private Limited, the holding company of the NDTV promoters through which they owned more than a quarter of New Delhi Television Limited shares. The move came after 99.5% of equity of RRPR Holding was transferred to Vishvapradhan Commercial Vishvapradhan Commercial private limited (VCPL) owned by the Adani group.
This was informed in a regulatory filing made with the BSE, and according to the filing dated 29 November, the Roys resigned from the RRPR board effective from 29 November. Along with the exit of Prannoy Roy and Radhika Roy, three new directors have been appointed to the board of the company. They are, Adani Group CEO Sudipta Bhattacharya, AMG Media Network CEO and Editor in chief AMG Media Network, and Senthil Sinniah Chengalvarayan, director at Adani group owned Vishvapradhan Commercial Pvt. Ltd.
In August this year, Adani Group announced that it had acquired 29.18% stake in NDTV indirectly. The transaction involved Vishvapradhan Commercial Pvt Ltd, owned by Adani Group, converting warrants of RRPR Holding Private Limited (RRPR) into equity. VCPL decided to exercise the warrants, giving it over 99.5% stake in RRPR. As RRPR owns 29.18% stake in NDTV, this meant VCPL gained this stake in the media group.
The root of this transaction goes back to 2008, when the Roys had taken a loan of Rs 540 crores from Indiabulls to fund an open offer they made to buy NDTV shares from the market. They had taken the loan by pledging their shares in NDTV as security. After that, they took a loan from ICICI Bank to pay back the Indiabulls loan, this time also pledging their NDTV shares held under RRPR.
Again, after that, they took un unsecured loan from Vishvapradhan Commercial private limited (VCPL) to pay the ICICI loan, in exchange of warrants of their shares in NDTV. The money that VCPL gave RRPR came from a company fully owned by Reliance Group of Mukesh Ambani. Later, VCPL was acquired by the Adani Group company AMG Media Network Ltd (AMNL).
On November 28, NDTV informed the BSE that its promoter group company RRPR has transferred 99.5% of its equity to VCPL upon exercise of the warrants. As Adani Group now owns 29.18% stake in NDTV, it has also made an open offer to purchase 26% shares of NDTV from shareholders, as mandated by rules.
The group has offered to buy around 16 million NDTV shares at the open offer price of Rs 294, which is much lower than the current market price of around Rs 425.
