NDTV says Adani Group’s takeover needs nod from income tax authorities

NDTV informed in an exchange filing that tax authorities were already reviewing whether the loans gave rise to an estimated capital gains tax obligation of ₹175 crore based on allegations that they amounted to a transfer of the controlling interest in the network.

“Further, RRPRH has intimated VCPL that as individuals, Radhika and Prannoy Roy may individually require independent approval, under section 281 of the Income Tax Act, from the Income Tax Authorities, to deal with any assets, including indirect shareholding in NDTV,” it said.

On August 23, Adani group announced to acquire a 29.18% stake in NDTV through the acquisition of VCPL, which holds a 99.99% stake in RRPR Holding. Following this Adani group firms – Vishvapradhan Commercial Private Limited (VCPL) along with AMG Media Networks and Adani Enterprises Ltd – proposed to acquire an additional 26% or 1.67 crore equity shares. The key element behind the takeover bid is an unpaid loan that NDTV’s promoter entity RRPR Holding Pvt Ltd had availed from VCPL.

Days after Adani group’s takeover announcement, the media group’s promoters have asserted that the deal cannot go ahead without Sebi’s nod. NDTV founders – Prannoy and Radhika Roy – have cited a 2020 order from SEBI, which they say prohibits them from dealing in India’s securities market. According to NDTV, that means the Roys’ entity can’t transfer the shares Adani was trying to secure. The restrictions over NDTV founders end on November 26, 2022.

RRPR Holding Ltd and Adani group have approached Sebi, seeking clarity on the applicability of the regulator’s earlier order regarding the conversion of warrants into shares, which has become a decisive factor in the hostile takeover battle for the media group.

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