Network 18 Media and Investments pays Rs 1.55 cr to settle rights issue case with Sebi

Mumbai: Network 18 Media and Investments has settled a case with the Securities and Exchange Board of India (Sebi) for its alleged failure to disclose Independent Media Trust (IMT) as its promoter in its letter of offer for the rights issue in 2012, by paying Rs 1.55 crore as settlement charges.

Sebi in its investigation observed that Zero Coupon Optionally and Fully Convertible Debentures (ZOCD) agreement was entered into by IMT to provide funds to the holdings companies of NW18 to enable them to subscribe to the right issue of NW18 and its subsidiary TV18.

Network 18 promoter Raghav Bahl disclosed that the Company had entered into an arrangement with IMT, a trust set up for the benefit of

Limited, to secure funding required for this purpose, Sebi said.

“IMT had indirectly acquired joint control over NW18 not by way of said ZOCD Agreement, but even before that by way of Single Unit Agreement (‘SUA’) dated November 23, 2011, whereby IMT along with the holding companies of NW18 and the promoters of NW18 had agreed to act as ‘Single Unit’ in managing the matters of NW18 and acquired the right to appoint the majority of the board of directors of NW18,” Sebi said in its order on Monday.

“It is observed that IMT and the promoter entities of the Company entered into the SUA with the common objective of owning and controlling at least 51% equity share capital of the Company by agreeing to act as a single unit in managing the matters of the Company and jointly having the right to appoint majority of the Board of Directors of the Company. Therefore, IMT qualified to be a Person Acting in Concert ( PAC) with the promoter entities of the Company.. Thus, the aforesaid information i.e. IMT being a part of the promoter group, was required to be disclosed, under the promoter category by the Company in its DLO(draft letter of offer) and LoO( letter of offer),” Sebi said.