Sebi bars NDTV promoters, others in insider trading case; company to appeal

Sebi has barred NDTV promoters Prannoy Roy and Radhika Roy from the securities market for two years and also directed them to disgorge illegal gains of over Rs 16.97 crore for indulging in insider trading more than 12 years ago, while the company denied the charges saying it will immediately appeal against the ruling. Besides, the market watchdog has barred seven individuals and entities for insider trading in the shares of the company for a period varying from one to two years. Also, some of them have been asked to disgorge illegal gains made from trading in the shares when they were in possession of Unpublished Price Sensitive Information (UPSI).

NDTV in a statement on Saturday said Sebi's order against its founders Prannoy Roy and Radhika Roy is based on an inaccurate assessment of facts and that the company will immediately appeal against it. It further said that the Sebi's ruling will not withstand scrutiny in appeal. "The appeal will be filed immediately," the statement said.

The statement was issued by the lawyers led by Fereshte Sethna, Senior Partner at DMD Advocates, who represent NDTV founders Radhika Roy and Prannoy Roy. The Sebi directions follow a probe conducted by the markets regulator between September 2006 and June 2008 wherein various violations of insider trading regulations were found. The amount has to be paid jointly or severally by them along with 6 per cent interest from April 17, 2008 till the date of actual payment.

All the entities have violated Prohibition of Insider Trading (PIT) Regulations, Sebi said in three separate orders passed late on Friday. Sebi noted that Prannoy Roy and Radhika Roy together made a gain of Rs 16.97 crore while indulging in insider trading in the shares of New Delhi Television Ltd (NDTV) while in possession of UPSI relating to the proposed reorganization of the company.

Prannoy Roy was the chairman and whole time director and Radhika Roy was the managing director during period under investigation and were part of the decision making chain that had led to crystallization of the UPSI. Discussions pertaining to reorganisation of the company started on September 7, 2007 and the disclosure was made on April 16, 2008.

Hence, September 7, 2007 to April 16, 2008 was UPSI period. Prannoy Roy and Radhika Roy sold shares on April 17, 2008, when the trading window for them was closed and made a profit of Rs 16,97,38,335.

By doing so, they violated PIT norms and also acted in contravention of NDTV's code of conduct for prevention of insider trading which prohibited them from trading at least till 24 hours after the information was disclosed to the stock exchanges. Roys have been restrained from accessing the securities market for two years and directed to disgorge illegal gains along with 6 per cent interest per annum.

Vikramaditya Chandra, who was the group CEO and executive director during the relevant period, made a profit of Rs 6.67 lakh; Ishwari Prasad Bajpai, who was senior advisor-editorial and projects, made illegal gain of Rs 8.82 lakh; while director finance and group CFO Saurav Banerjee incurred a loss of Rs 47,000 while trading in NDTV's scrip during the UPSI period. The shares which were sold during the UPSI period were acquired by them pursuant to allotment under ESOPs.

Sebi has thus directed disgorgement of respective illegal gains along with 6 per cent interest per annum and barred Chandra, Bajpai and Banerjee from accessing securities market for one year. Also, Sanjay Dutt's wife Prenita Dutt and entities connected to him -- Quantum Securities Pvt Ltd, SAL Real Estate Pvt Ltd and Taj Capital Partners Pvt Ltd -- had made a wrongful gain of Rs 2.2 crore through insider trading while in possession of UPSI.

Sanjay Dutt was an on-call and in house advisor/team member of NDTV group the scope of his work included responsibility and accountability for the corporate finance and strategic planning function of the firm. During the period of investigation, the firm had filed six price sensitive information to exchanges.

He was in possession of or has had access to price sensitive informations and had communicated the same to his wife, Prenita Dutt, and entities connected to him -- Quantum Securities, SAL Real Estate and Taj Capital Partners -- which, in turn, traded in the shares of NDTV during the UPSI period and made illegal gains of Rs 2.2 crore. Therefore, Sebi has directed disgorgement of the illegal gains which is to be paid by them jointly or severally along with 6 per cent interest and also barred all the entities including Sanjay Dutt from accessing securities market for two years.