CARE Ratings places NDTV’s bank facilities on ‘credit watch’, shares gallop

Meanwhile, credit rating agency CARE Ratings has placed ratings assigned to NDTV’s bank facilities on credit watch with developing implications following takeover decision by the Adani group.

NDTV, which had postponed its 34th annual general meeting (AGM)to September 27 from the earlier fixed date of September 20, said it has completed the dispatch of notice for the shareholders meeting on September 3, 2022.

Due to change in the date of the AGM, the Register of Members and the Share Transfer Book of the Company will now remain closed September 20-27 (both days inclusive), NDTV had said.

The scrip has been on the upswing since August 23, the day on which the Adani group’s AMG Media Networks announced its subsidiary Vishvapradhan Commercial Private Ltd’s (VCPL) decision to exercise its rights to acquire 99.5 per cent of equity shares of RRPR Holding Private Ltd, the investment company of NDTV promoters – Prannoy Roy and Radhika Roy.

The VCPL holds 1,990,000 warrants of RRPR Holding entitling it to convert them into 99.99 per cent stake in the latter.

The VCPL has exercised its option in part, resulting in acquisition control of RRPR Holding — 1,990,000 equity shares or 99.50 per cent.

RRPR Holding holds 29.18 per cent stake in NDTV that has three national television channels.

This triggered the issue of open offer to acquire shares of NDTV from the public as per SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Placing the credit ratings of NDTV’s bank facilities on credit watch with developing implication, CARE Ratings said it will continue to monitor the developments in this regard and will take a view on the ratings once the exact implications of the acquisition on the credit risk profile of the company are clear.

According to CARE Ratings, the ratings continue to remain constrained by high exposure towards group companies and revenue concentration risk as the company majorly generates revenue from advertisement which in turn exposes the company’s revenue profile to the business cycle of the advertisers.

“The ratings are also constrained on account of uncertainty over ongoing litigations against the company and its promoters especially pertaining to tax demand, hence the impact of the same on operational and financial risk profile of the company is not clear,” CARE Rating said.

According to CARE Ratings, NDTV had a total investment of Rs 335.13 crore in its subsidiaries/joint ventures/associates as on March 31, 2022 (Rs 325.03 crore as on March 31, 2021) as against its tangible net worth of Rs 345.09 crore as on March 31, 2022, majority of which are in NDTV Networks Limited, having an investment of Rs 315.70 crore as on March 31, 2022 (NDTV Networks Limited have a negative net worth of Rs 28.48 crore as on March 31, 2022).

“There are a number of ongoing litigations against the company especially pertaining to tax demand, the outcome of which will be crucial, particularly in the matter pertaining to transaction with Universal Studios International BV (a General Electric company) wherein a tax demand of

Rs 450 crore had been raised against the company for AY 2009-10,” CARE Ratings said.

“Further, the company had also received demand notice from SEBI for alleged non-disclosure of tax demand dated November 22, 2019, against which the company filed an appeal and matter is likely to be listed on September 12, 2022. Company also received show cause notice from the Directorate of Enforcement (ED) for the alleged contraventions under Foreign Exchange Management Act, 1999 (“FEMA”),” the credit rating agency said.

The CARE Ratings said the company also received notice dated August 20, 2018, from SEBI in regard to alleged violation of Clause 36 of erstwhile Listing Agreement for non-disclosure of loan agreements entered into by Prannoy Roy, Radhika Roy and RPRR Holding with VCPL in 2009-10.

“Further, the investigation by CBI is also pending with respect to the FIR registered against the company, promoters and other officials on August 19, 2019, in a case of alleged violation of foreign direct investment rules in one of their companies under section of Indian Penal Code, 1980 and Prevention of Corruption Act, 1988. In addition to this, there are few other investigations also pending w.r.t. income tax demand. Any adverse developments in relation to these ongoing legal cases having a material impact on the operational or financial risk profile of the company shall remain negative from the credit perspective,” CARE Ratings said.