NDTV plans to appeal against Sebi's fine for non-disclosure

News broadcaster New Delhi Television Ltd (NDTV) plans to appeal against the Securities and Exchange Board of India (Sebi) imposing a penalty of Rs 2 crore for non-disclosure of a Rs 450-crore income tax demand made last year, under Clause 36 of the listing agreement.

The clause requires listed entities to immediately inform exchanges of events that will have a bearing on the performance of the company or its stock price.

K V L Narayan Rao, executive vice-chairperson, NDTV Group, told Business Standard, “We respectfully disagree with the Sebi order. We are consulting our lawyers and legal team and will decide the course of action after that.”

Corporate lawyers said NDTV could appeal against the Sebi order, issued late on Thursday evening, with the Securities Appellate Tribunal (SAT).

On Friday, the NDTV stock closed unchanged at Rs 105.6 a share. In a filing on Friday, the company disclosed to the stock markets that it disagrees with the imposition of a fine by Sebi and believes it has a strong case. “The company will proceed as advised in law,” it said.

The matter relates to a demand of Rs 450 crore raised by the income tax (I-T) department through an assessment order on February 21 last year, for the assessment year 2009-10. In its submissions, NDTV said it had contested the tax demand raised by the I-T department as the demand had resulted “due to an erroneous and incorrect view taken by the department that the transaction vide which an investment of $150 million was made by NBC Universal Inc and Universal Studios International B V in an overseas subsidiary of NDTV, is a ‘sham’ transaction.”

Though the company appealed against the order to the Income Tax Appellate Tribunal (ITAT) in March last year, the matter was informed to the stock exchanges only in May 2014.

In its order, Sebi said NDTV should have made voluntary disclosures to the exchanges on an immediate and prompt basis. “Although it is the prerogative of companies to decide on materiality, in this case, the amount is material, particularly considering the financials of NDTV, and the information ought to have been disclosed. It is noted that the amount involved in the income tax demand was larger than the revenue of the company and significantly larger than its net profit i.e. net loss in the recent financial year as also greater than its net worth,” Sebi said in its 27-page order.

In April 2014, the ITAT had stayed the demand and asked the company to deposit Rs 5 crore with the department. As the ITAT stay was valid only for a year, in March this year, NDTV approached the Delhi high court this March for a stay on the demand, which was granted. The I-T demand matter is pending.

In its order, Sebi noted that it was a stand-alone case of violation by NDTV and not repetitive.