More, hitherto unknown information is emerging on Prannoy Roy’s frauds. PGurus has access to exclusive information that shows the fraud and criminality committed by the promoters of NDTV. New information reveals that the Roys (Prannoy and Radhika) signed a Call Option that gave the Purchaser an irrevocable right over 26% of NDTV shares owned by their company (RRPR Holdings P. Ltd.) for a paltry sum of Rs.2 lakhs! After reading this post you will know who really controls (since 2009), owns and operates New Delhi Television (NTDV) Limited.

Who really owns a Media house matters – it matters a lot! There is a slew of permissions that need to be obtained from the Information and Broadcasting Ministry for a media house before it can sell ownership, especially one that is as significant as NDTV[1].

It is now abundantly clear that this Call Option agreement entered with a shell (khokha) company titled Subhgami Trading Private Limited gave the company an irrevocable Call Option to own 26% of NDTV. The Roys owned 61.45% of NDTV of which, the Roys signed off 26% to this shell company. See Figure 1 for more:

Fig 1. The agreement

What is in the agreement?

This clandestine and completely illegal document (complete copy is available at the end of this post) has some very revealing paragraphs which we share below. One of the interesting facets is the person signing, executing and ensuring compliance on behalf of the Purchaser i.e. representing Subhgami Trading P Ltd. is K R Raja (mentioned in clause 8(b) of the agreement). See Figure 2 for more:

Fig 2. Purchaser info

A quick Google search on K R Raja by looking up who owns the telephone number 022-22785500 reveals the following information (see Figure 3). Not only the phone number, but the fax number too matches. What is amazing about this is that it did not even take a lot of time to unearth the relationship! If we can get it from a simple online search on Google, surely the investigative agencies can get a lot more information! Especially since the amount of Rs.2 Lakhs looks paltry for parting with a hefty chunk of the company, was there a payoff outside of the country to the Roys? If yes, where did the money come from and where did it go? Have CBI, Tax Department and Enforcement Directorate summoned Mr. Raja?

Investigative agencies will be able to find out if it is really the company (whose letterhead gives it all away) is the real owner or is acting for someone else. There could be Tax Evasion and Money Laundering that may be at play here. Of course, Mr. Raja and Roys will need to go through proper interrogation to unearth the truth. Or are the agencies waiting for the Roys and other perpetrators to leave the Country like Nirav Modi and Vijay Mallya?

In addition to the Call Option for a measly sum of Rs. 2 lakhs, there are many other interesting revelations/illegal acts committed. For instance, Roys have given Subhgami a Right of First Refusal (ROFR) over NDTV shares and in addition they have signed off a Non-Compete also. All this without the explicit consent of Ministry of Information and Broadcasting, information to Stock Exchanges/SEBI or disclosure to shareholders of NDTV and the Board of NDTV.

Who really owns a Media house matters

Who really owns a Media house matters – it matters a lot! There is a slew of permissions that need to be obtained from the Information and Broadcasting Ministry for a media house before it can sell ownership, especially one that is as significant as NDTV[1]. Whoever controls the media can control the narrative, the public discourse and the impact that compelling stories can make in the minds of the viewers[2].

Fig 3. Which company owns Subhgami

Income Tax filings at the Income Tax Appellate Tribunal (ITAT)

The Income Tax department, in its filing in the WPC 984 of 2015, on April 27, 2018, had this to say (see Figure 4 for the complete paragraph) –

“the assessee has filed a Miscellaneous Application in the last hearing which is only aimed at delaying the appellate proceedings……..This only goes to demonstrate as to how the assessee (Prannoy Roy) has made every attempt at concealing the true facts….”

Fig 4. Income Tax submission to the Income Tax Appellate Tribunal

As if vexing and exasperating the Tax department was not enough, the Roys are now questioning the propriety of the Income Tax (IT) department using this document (that they themselves submitted). From the above paragraph, it can be clearly seen that the IT department is frustrated over the delay tactics being used by Roys & NDTV. The Roys have further challenged the submission of this document (filed with ITAT) before the Delhi High Court in two Writ Petitions that were heard on May 4th, 2018. However, they have given a new spin in the press that the Court passed strictures against the IT department whereas the Court has just made some observations as the order has not come yet and has already been covered by the media. Not only that, the Court allowed IT department to file these documents before the ITAT under relevant Tax rules and in no way said that these documents have to be struck off or not used in proceedings.

As the title suggests, more and more surreptitious and fraudulent deals appear to have been signed by the Roys not only with Subhgami but also with Vishwapradhan Commercial Ltd. (VCPL) that also ended up owning the RRPR shares using a loan from the ICICI Bank. In fact, it is interesting that the VCPL agreement is also signed by the same person – K.R. Raja (same phone number and fax number present in it). It is also believed that on behalf of Roys, the then NDTV CFO (Saurav Banerjee) negotiated all these agreements and thus is as culpable being a statutory officer of NDTV.

More incriminating evidence of conspiracy, fraud and premeditated arrangement is revealed from the fact that the stamp paper serial number of the Subhgami and VCPL agreement are in the same sequence(see Figure 5 below and the Subhgami agreement below) In fact, we think that there is a strong possibility that there is one more agreement that is being concealed by the Roys or maybe ICICI Bank as the serial number of Subhgami is H-308472 and of VCPL agreement is H-308474!

Fig 5. Copy of agreement between RRPR and VCPL

This loan (VCPL and ICICI Bank) are under investigation by the Central Bureau of Investigation (CBI), which has filed a First Information Report (FIR on June 2, 2017) and it is not clear if CBI has summoned them (Roys and Banerjee etc) for questioning as yet. Is CBI is being asked to go slow[3]? If yes, who is the “invisible hand” that is preventing them?”

Agreement violates SEBI Takeover code

The Securities Exchange Board of India (SEBI) has been somnolent as far as matters of NDTV are concerned[4]. PGurus has been tirelessly pointing out the various activities of fraud that NDTV has committed and yet very little action has transpired on these. Worse SEBI has even refused to meet a Minority Shareholder to listen to his concerns on NDTV and make legally admissible statements as evidence and also provide other documents to nail Roys. Isn’t SEBI created for the minority shareholders and is supposed to look out for their interests? Further, matters are also pending against NDTV and Promoters before the Delhi HC and Securities Appellate Tribunal (SAT).

Action items that need fixing

The reproduced Call Option agreement (below) clearly shows the fraud committed on the public/minority shareholders of NDTV that SEBI is sleeping over last so many years. This Call Option agreement and the VCPL transaction/agreement are in clear violation of the SEBI Takeover Regulations, SEBI fraudulent and unfair trade practices Regulations and obviously insider trading Regulations. In fact, Promoters being in a fiduciary capacity, are guilty of criminal breach of trust for misusing NDTV assets and goodwill etc for their personal gain and loss to other minority shareholder. What is stopping the Income Tax Department from criminal prosecution when not only have the Roys done a premeditated tax evasion in NDTV but also in this agreement and also the Vishwapradhan Commercial P Ltd agreement? Ministry of Information and Broadcasting (MIB) knowing that a CBI FIR is lodged and it has information since 2013 on fraudulent change in control and these bogus / benami ownership transfer / control of NDTV, what has stopped it from taking action? Nowhere in the world can you handover a proxy / clandestine control or ownership of a news broadcasting entity in such a manner. Complaints have been pending with the Ministry for so many years and yet no action or any response from the Officials on this matter? CBI, the Chief Vigilance Commissioner (CVC) and the MIB has to hold the officials responsible for this illegal act and book them for dereliction of duty along with abutment. What is holding CBI back? It has been a year since the FIR was filed[5]. Have they summoned Roys, top Management of ICICI Bank, officials of VCPL and Subhgami? Of course the money laundering angle and criminal breach of trust on the shareholders is critical. Promoters (Roys) have a fiduciary responsibility in a public company. They coolly did a deal and took money and walked away with a smile on their face while shareholders have not received a penny of dividend for the last 10 years and also have suffered massive capital loss. Why haven’t ED, SEBI and Tax Department initiated attachment of assets and public offer process?

The complete agreement is shown below:

Call Option agreement between RRPR and Subhgami Trading Pvt. Ltd. by PGurus on Scribd

References:

[1] Are Roys the benami owners of NDTV? Is Reliance Industries in Control? Mar 12, 2018, PGurus.com

[2] NDTV does a hit job against Yogi Adityanath when Uttar Pradesh conducts Investor Summit – Feb 22, 2018, PGurus.com

[3] Have CBI, ED probes on NDTV frauds slowed down? Is SEBI hushing up the probe against Prannoy Roy? Jan 28, 2018, PGurus.cm

[4] SEBI Inaction Part 4 – Who was behind VCPL? Nov 3, 2017, PGurus.com

[5] At last CBI catches up with Prannoy Roy and Radhika Roy for ICICI bank fraud. ED to follow soon – Jun 5, 2017, PGurus.com