9911796707
TMI Blog2019 (6) TMI 968X X X X Extracts X X X X X X X X Extracts X X X X ..... asani and Ms. Divya Hirawat, Advocates i/b DMD Advocates, Mr. Adhiraj Malhotra, Advocate with Mr. Lokesh Aidasani, Mr. Sagar Sarin and Ms. Divya Hirawat, Advocates i/b DMD Advocates For The Respondent : Shri Shyam Mehta, Senior Advocate with Mr. Mihir Mody, Mr. Sushant Yadav 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 ('S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4) read with Section 19 of the SEBI Act, 1992, namely :- (i) Notice no. 1, 2 and 3 are restrained from accessing the securities market and are further prohibited from buying, selling 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 occupy ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rice of 214.65 per share was fixed in order to cover the loan amount of Rs. 403.85 crore. The 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% indiv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al 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. 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 shar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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