Case Details

Entity Involved: New Delhi Television Limited (NDTV) (PAN No. AAACN0865D).

Order Number: Order/JS/DP/2026-27/32428.

Date of Issuance: May 29, 2026.

Adjudicating Officer: Jai Sebastian.

Period of Investigation: The SEBI investigation covered the period from October 14, 2008, to September 30, 2010, to ascertain possible violations.

Legal Framework: The adjudication proceedings were initiated under Section 23E of the Securities Contracts (Regulation) Act, 1956 (SCRA).

Financial Impact: The order disposes of the proceedings without imposing any monetary penalty. There is no financial impact on NDTV from this order.

Persons Involved

  • Noticee: New Delhi Television Limited (NDTV), the listed company.
  • Promoters of NDTV: Dr. Prannoy Roy and Mrs. Radhika Roy, and their company RRPR Holding Private Limited (RRPR).
  • Vishvapradhan Commercial Private Limited (VCPL): The entity against which SEBI's original order dated June 26, 2018, was passed.
  • Complainant: Quantum Securities Pvt. Ltd., an NDTV shareholder, represented by Advocate Dinkar Singh.
  • Adjudicating Officer (AO): Jai Sebastian, appointed by SEBI.
  • Authorized Representative (AR) for NDTV: DMD Advocates, with advocates including Ms. Fereshte Sethna, Mr. Abhishek Tilak, and Mr. Nikhil Guliani appearing at hearings.

Violations and Allegations

  • The core allegation was that NDTV violated Regulations 30(1), 30(3), 30(4), and 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).
  • These alleged violations were read with Clause 8 of Para B of Part A of Schedule III of the LODR Regulations and the corresponding Clause 8 of Para B of Annexure-I to SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.
  • The specific allegation was that NDTV failed to disclose to the stock exchanges a material event: the SEBI order dated June 26, 2018, against VCPL.
  • The 2018 SEBI Order had concluded that VCPL indirectly acquired control over NDTV through a Loan Agreement and Call Option Agreement dated July 21, 2009, with NDTV's promoters (Dr. Prannoy Roy, Mrs. Radhika Roy, and RRPR).
  • SEBI's Show Cause Notice (SCN) alleged that this finding of a change in control was a material event that NDTV was obligated to disclose under the LODR framework, which it failed to do promptly.
  • The obligation to disclose was argued to stem from the requirement to report "Litigation(s) / dispute(s) / regulatory action(s) with impact" involving the listed entity, its promoters, its key management personnel, or the "ultimate person in control."

Penalties, Settlement Terms & Rulings

  • The Adjudicating Officer (AO) ruled in favor of NDTV, finding that the alleged violations were not established.
  • Key Finding: The AO held that the foundation of the allegation—that a change of control occurred—was nullified by the order of the Securities Appellate Tribunal (SAT) dated July 21, 2022.
  • In Appeal No. 293 of 2018, Hon'ble SAT quashed the 2018 SEBI Order, concluding that the 2009 Loan Agreement "does not acquire direct or indirect control of NDTV" and that the transaction had a commercial rationale without constituting a control transaction.
  • The AO noted that this SAT order has not been stayed by the Supreme Court (where it is challenged in Civil Appeal No. 7312 of 2022) and is therefore binding.
  • Since the SAT authoritatively ruled that no change of control ever occurred, VCPL could not be considered the "ultimate person in control" of NDTV. Consequently, the regulatory action against VCPL did not fall under the categories (listed entity, promoter, KMP, ultimate controller) that trigger mandatory disclosure obligations for NDTV.
  • The AO also noted subsequent events, including VCPL's exercise of warrants in August 2022 and a subsequent open offer in November 2022, which were conducted on a prospective basis, further undermining the premise of a historical change of control.
  • Final Ruling: The adjudication proceedings were disposed of without the imposition of any monetary penalty on NDTV.

Actions, Compliance, and Future Obligations

  • NDTV is not required to take any corrective actions or incur any costs as a result of this order.
  • The order disposes of the matter entirely, with no future obligations imposed on NDTV concerning this specific allegation.
  • The ruling affirms that NDTV's actions—issuing clarificatory disclosures to stock exchanges on June 27, 2018, and June 29, 2018, stating that the promoters continued to own and control NDTV—were sufficient in the context of the now-overturned SEBI order.

Final Ruling and Enforcement

  • The final decision is the disposal of the adjudication proceedings initiated against NDTV.
  • No penalty is levied, and no further enforcement actions are to be taken against NDTV in this matter.
  • A copy of the order is to be sent to NDTV and to SEBI as per Rule 6 of the Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005.