[dropcap color=”#008040″ boxed=”yes” boxed_radius=”8px” class=”” id=””]O[/dropcap]n May 28, 2017, a week after NDTV had sent a Postal Ballot that seeks voting/consent from all shareholders wanting to sell and cede control over material assets/ business of NDTV i.e. complete divestment of NDTV Ethnic Retail Ltd of and to divest 2% to Nameh Hotels and Resorts Pvt. Ltd. , PGurus had challenged the validity of this move. The grounds were that the ownership of NDTV is in doubt and therefore, they cannot sell any assets, both because the validity of voting rights of the current Promoters is in question and further, per the order of the Delhi High Court (dated September 14, 2015.) A section of this Postal Ballot is shown below:
Sale of entire equity stake by NDTV Lifestyle Holdings Limited, NDTV Convergence Limited and NDTV Worldwide Limited, each a material subsidiary of the Company, in NDTV Ethnic Retail Limited, another material subsidiary of the Company, to Nameh Hotels & Resorts Private Limited; and
Sale of 2% equity stake by NDTV Networks Limited, a material subsidiary of the Company, in NDTV Lifestyle Holdings Limited (Lifestyle Holdings), another material subsidiary of the Company, to Nameh Hotels & Resorts Private Limited and thereby ceasing the control over Lifestyle Holdings and NDTV Lifestyle Limited, another material subsidiary of the Company.
This Ballot ends tomorrow, the 21st of June. In response to the letter of Dy. Commissioner of Income Tax dated June 16th, 2017 (a copy of this is included in this PGurus post of June 19, 2017,), NDTV has filed in its response to the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) that
The subject matter of the writ petition and the order passed by the Hon’ble Delhi High Court extends to only those assets which were provisionally attached by the Deputy Commissioner of Income Tax, Circle 18(1), New Delhi vide its order dated 14.09.2015 and nothing beyond that.
In a nutshell, NDTV is taking the stand that the Delhi High Court order, staying the sales of any assets does not apply to this Postal Ballot because they do not apply to NDTV Lifestyle Holdings Limited. This is incorrect. Here is the holding pattern of NDTV group:
The reader can draw his/ her own conclusions about whether NDTV Lifestyle Holdings is a subsidiary of the parent NDTV or not. 96% of NDTV Lifestyle Ltd. is owned by its holding company, NDTV Lifestyle Holdings.
What needs to happen
The matter of trying to put a stay to this Postal Ballot was being discussed in the Delhi High Court yesterday by minority shareholders and NDTV chose to conceal this letter that they wrote to the stock exchanges! Additionally SEBI and the exchanges were also aware of the matter being heard in the Delhi High Court and kept quiet! Why?
SEBI must stop this Postal Ballot as it is against Govt revenue (as specified by Income Tax Department in its letter) and further prejudicial to shareholders interest, who the SEBI is bound to protect.
The ball is in SEBI’s court and it must act. TODAY.
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