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TMI Blog2019 (6) TMI 968X X X X Extracts X X X X X X X X Extracts X X X X ..... dered. At this stage, prime-facie , we are of the opinion that a listed company which is managed by the appellants holding more than 61% of the total shares cannot remain headless. The impugned order has been passed restraining the appellants, Dr. Prannoy Roy and Ms. Radhika Roy from occupying a position as a Director or in any Key Managerial personnel in NDTV for a period of two years. Such orders prima facie would not be in the interest of the shareholders of the NDTV or for that matter the investors at this stage. We accordingly, grant the respondent six weeks time to file a reply from today. Three weeks thereafter to the appellants to file a rejoinder. The matter would be listed for admission and for final disposal on September 16, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... av and Mr. Tabish Mooman, Advocates i/bK. Ashar And Co, Shri Shyam Mehta, Senior Advocate with Mr. Mihir Mody, Mr. Sushant Yadav and Mr. Tabish Mooman, Advocates i/b K. Ashar Co., Shri Shyam Mehta, Senior Advocate with Mr. Mihir Mody, Mr. Sushant Yadav and Mr. Tabish Mooman, Advocates i/b K. Ashar And Co. ORDER: 1. Three appeals have been filed against a common order passed by the Whole Time Member ( WTM for short) of Securities and Exchange Board of India ( SEBI for short) dated June 14, 2019. These appeals have been filed by Dr. Prannoy Roy, Radhika Roy and RRPR Holding Pvt. Ltd. The appeals of Radhika Roy and RRPR Holding Pvt. Ltd. are connected to the present appeal of Dr. Prannoy Roy and a common o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of two (2) years. It is also clarified that during the said period of restraint /prohibition, the existing holding, including units of mutual funds, of the Noticees shall remain frozen. ( ii) Noticee no. 2 and 3 are restrained from holding or occupying position as Director or any Key Managerial personnel in NDTV for a period of two (2) years; and ( iii) Noticee no. 2 and 3 are restrained from holding or occupying position as Director or any Key Managerial personnel in any other listed company for a period of one (1) year. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e agreement further stipulated that RRPR Holding Pvt. Ltd. would have the sole control and will not sell the shares without the right of the first refusal by the lender, namely, VCPL. 6. It has come on record that the call option was never exercised. 7. SEBI has considered the loan agreement in detail and has given a finding that the said loan agreement was nothing else but a sham agreement and that no prudent person / entity would enter into such an agreement giving a loan without any interest. In fact, SEBI further found that the transfer of money, in fact, was to control the listed company NDTV. SEBI further found that the transfer of 9% individual shares of Prannoy Roy and Radhika Roy to its holding compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Such orders prima facie would not be in the interest of the shareholders of the NDTV or for that matter the investors at this stage. 9. We accordingly, grant the respondent six weeks time to file a reply from today. Three weeks thereafter to the appellants to file a rejoinder. The matter would be listed for admission and for final disposal on September 16, 2019. 10. Even though the prayer for an interim stay was strongly opposed by the learned senior counsel for the respondent, considering the aforesaid, we stay the effect and operation of the impugned order dated June 14, 2019 till the next date of hearing. However, the appellants shall not alienate or create any encumbrance on their shareholding in NDTV til ..... X X X X Extracts X X X X X X X X Extracts X X X X
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