It all seems to have happened in a matter of two days.
On August 22, NDTV said in a stock exchange announcement that a query related to founders Prannoy Roy and wife Radhika Roy selling their stake in the company held through RRPR Holding Private Limited was a “baseless rumour” and that they are “not in discussions now, nor have been, with any entity for a change in ownership or a divestment of their stake in NDTV”.
Next day – August 23rd – saw another announcement announcing an open offer, triggered by Vishvapradhan Commercial Private Limited (VCPL), a wholly-owned subsidiary of Adani’s Group’s AMG Media Networks, acquiring 29.18 per cent in the media major by converting its warrants into equity shares to acquire RRPR Holding.
Just a couple of hours later, came another statement stating: “This exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today”.
It may seem that the indirect acquisition happened over two days but it was actually 13 years in the making with the roots of the matter going back to July 2009 when VCPL gave a loan to NDTV to repay another loan taken from ICICI Bank. In lieu of the loan, it got warrants, which when exercised, would give VCPL almost 100 per cent ownership of RRPR Holding.
VCPL, which is at the centre of the ongoing action, has an interesting history after being incorporated in February 2008.
It is essentially a shell company with no assets apart from the warrants of RRPR Holdings. As per statutory filings, the ownership of the private entity changed in 2012 with Nextwave Televenture Private Limited and Skyblue Buildwell Private Limited becoming the new owners.
Interestingly, both these companies are linked to Mahendra Nahata, a director at Reliance Jio Infocomm Limited, a subsidiary of Reliance India Limited.
VCPL had got the money from another company called Shinano Retail Private Limited in the form of another unsecured loan the same financial year. Meanwhile, Shinano had got the money – also in the form of an unsecured loan – from Reliance Industrial Investments and Holdings Limited, which is part of the Reliance India Group.
Shinano, at the time of giving the loan, was a fully owned subsidiary of Reliance Industrial Investments and Holdings Limited.
More importantly, Ministry of Corporate Affairs (MCA) record show that when the transactions took place, all the companies were closely linked. VCPL was owned by Shinano -- with which it shared a common address -- and another company called Teesta Retail Private Limited, also wholly owned by Reliance India Industrial Investments and Holdings Limited.
Statements filed by VCPL with the MCA this year further show that it was owned entirely by Nextwave Televenture, until the Adani group took it over on Tuesday.
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