Sebi drops case against NDTV for disclosure lapse

ET BureauLast Updated: May 30, 2026, 08:07:00 AM IST

Synopsis

The Securities and Exchange Board of India has closed its case against NDTV. This action relates to alleged disclosure failures concerning a 2018 order involving Vishvapradhan Commercial. No penalty was imposed on NDTV. The Securities Appellate Tribunal had previously ruled that VCPL did not gain control of NDTV. This ruling removed the basis for the disclosure requirement.

Mumbai: The Securities and Exchange Board of India (Sebi) on Friday dropped proceedings against New Delhi Television (NDTV) over alleged disclosure lapses linked to regulator's 2018 order involving Vishvapradhan Commercial.

The adjudicating officer disposed of the proceedings without imposing any monetary penalty on NDTV, holding that disclosure requirements under Sebi's listing regulations were not triggered as the Securities Appellate Tribunal (SAT) had already ruled that VCPL did not acquire direct or indirect control of the company through its 2009 loan agreements with founders Prannoy Roy and Radhika Roy.

The case stems from a June 2018 Sebi order, in which the regulator had alleged that VCPL indirectly acquired control over NDTV through loan and call-option agreements with the Roys and RRPR Holding. Sebi had directed VCPL to make an open offer for NDTV's shares.

After that order, Sebi initiated adjudication proceedings against NDTV for allegedly failing to disclose a material development to the stock exchanges. The regulator said that the 2018 order amounted to a material event because it established an indirect change in control at NDTV. However, NDTV argued that it was not a party to the loan agreements or the proceedings against VCPL and, therefore, had no disclosure obligation.

"A listed entity is mandated to notify the stock exchanges of significant litigation or regulatory orders only when such actions involve the entity itself, its promoters, its key management personnel or crucially, the ultimate person in control. The allegation in the SCN (show cause notice) rested on the premise that the 2018 Sebi order established VCPL as the entity in indirect control of the (NDTV), thereby triggering a mandatory disclosure under LODR Regulations," Sebi's adjudicating officer said.

"SAT subsequently quashed the 2018 Sebi order and explicitly ruled that the 2009 loan agreement did not constitute an acquisition of control, direct or indirect. Therefore, the very foundation of the disclosure requirement has been undermined," Sebi said.

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