MUMBAI: Adani Media Networks has acquired an 8% additional stake in the open offer for NDTV, increasing its total shareholding to 37% in the media company. It had initially acquired 29% in NDTV and subsequently made an open offer for an additional 26% stake in line with India’s takeover rules. The open offer closed on Monday.
Adani’s shareholding in NDTV is now higher than the 32% held by the media company’s founders Prannoy Roy and Radhika Roy. Both Adani and the Roys will be listed as promoters of NDTV, said Shriram Subramanian, founder of proxy advisory firm InGovern.
The shareholding also gives Adani the right to propose the removal of existing directors from the board of NDTV or the appointment of new directors in the media company. These proposals fall under ordinary resolutions and require approval of majority of shareholders. Currently, both Prannoy Roy and his wife are executive co-chairpersons of NDTV, which they founded in 1988. They can, however, continue on the board by virtue of their shareholding. But, removal ofindependent directors as well as certain special business transactions such as changes to the articles of association of the company, share repurchase scheme, etc, come under special resolutions and require the nod of 75% of the shareholders. Roys, with their current shareholding, can vote against these special resolutions.
“Any shareholder holding even one share can propose for the appointment or removal of directors. But, the proposal must get 51% of voting shareholders’ consent. So, with 37% in the bag, Adani will find it easy to appoint and remove directors,” said Subramanian.
In August this year, Adani had acquired 29% in NDTV through Vishvapradhan Commercial (VCPL).
Adani’s shareholding in NDTV is now higher than the 32% held by the media company’s founders Prannoy Roy and Radhika Roy. Both Adani and the Roys will be listed as promoters of NDTV, said Shriram Subramanian, founder of proxy advisory firm InGovern.
The shareholding also gives Adani the right to propose the removal of existing directors from the board of NDTV or the appointment of new directors in the media company. These proposals fall under ordinary resolutions and require approval of majority of shareholders. Currently, both Prannoy Roy and his wife are executive co-chairpersons of NDTV, which they founded in 1988. They can, however, continue on the board by virtue of their shareholding. But, removal ofindependent directors as well as certain special business transactions such as changes to the articles of association of the company, share repurchase scheme, etc, come under special resolutions and require the nod of 75% of the shareholders. Roys, with their current shareholding, can vote against these special resolutions.
“Any shareholder holding even one share can propose for the appointment or removal of directors. But, the proposal must get 51% of voting shareholders’ consent. So, with 37% in the bag, Adani will find it easy to appoint and remove directors,” said Subramanian.
In August this year, Adani had acquired 29% in NDTV through Vishvapradhan Commercial (VCPL).
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