1

BEFORE THE HON'BLE HIGH COURT OF DELHI

(W. P. NO. (C) 984/2015)

IN THE MATTER
... '
OF :

M/s Quant\lm Securities Pvt. Ltd. ..... Petitioners

New 0\:llhi

Vs

Directprate of Enforcement .... Respondent

New Delhi

I;'lltJi4P 9N, Of THE; Of

ENFORCEMENT

1
I, Kamal Singh, Deputy Director in the Directorate of Enforcement, 6 h
Floor, Lok Nayak Bhawan, Khan Market, New Delhi - 110003 do
hereby solemnly affirm and state as under :-

1. That I am working as Deputy Director in the head office of the

Directorat!$ of Enforcement, New Delhi and competent to
this affidavit, base<! on the recorc,is of the case.

2. That vicle order dated 12.01.2017, this Hon'bl<f'Court has

dir<:cted to til() an affidavit indicating. the steps taken on the
complaints received from the petitioners as well as from the other
sources.
\
3. That it is mo:;;t respectfully submitted that a number of
complaints a@:ainst NDTV Ltd. were received by the Directorate
the year ending 2011. The allegations w<:r<: not supported
by any prima-facie material. RBI, Mumbai was approached by
the Directorate in this matter. RBI informed the Directorate vide
letter dated 07.06.2013 ". sought
that certain chtrifications are . from
 "l

1s investigating under FEMA about the specific overseas

financial transactions by NDTV Ltd. & others.

4. That it is most respectfully submitted that petitioner vide letter

dated 36.08.2013 forwarded a complaint to the Directorate which
is enclosed in this writ petition as Annexure - E and another
letter dated 29.10.2013 which is enclosed in this writ petition as
Annexure-F. The first complaint dated 30.08.2013 was, inter alia,
to investigate the case under PMLA in connection with the
offences alleged to have been committed; under SEBI laws (It is
most respectfully svbmitted that ihvestigation under PMLA can
be taken up only when there is a case regjstered by SEBI or other
Law Enforcement Agencies for the offel).ces which included
in the schedule of PMLA). It is further S]Jbmitted that vide letter
daJed 29.10.2013 the petitioner forwarded certain details of

overse:;ts company; Goldman Sachs Investments (Mauritius)
Limited.

5. That it is most respectfully submitted that in the petition refern;d

above, there is an allegation, ihter alia, against the promoters of
NDTV Ltd., in borrowing of Rs. 375 crores from bank. A
loan ofRs. 403.85 crore was availed by R,RPR Holdings Pvt. Ltd.
(company of Mr. Pronnoy Roy and Ms. Radhika Roy) from
Vishvapradhl;ln Commercial Private Limited (VCPL). The .funds
were passec! on to VCPL by Reliance Ventures Limited through
', \ .
Shinano Ret:;til P Ltd (SRPL). The conditions of the loan
!agreement, inter alia, were as under :-

1) NDTV Four Holdings Limited, Mauriti11s will invest USD

85 Million in NPTV Studios Pvt. Ltd ..

2) Use ofUSD 85 Million to the satisfaction of fender.

yv ,!,
 3

It is most respectfulfy submitted that this allegation from FEMA

angle is also being investigated by the Directorate.

PRELIMINARY SUBMISSIONS
' I , '

I
6. That it is most respectfully submitted that the above said writ
petition was filed by the petitioner in 2015 in which the petitioner
has, inter alia, prayed before this Hon'ble Court to initiate fair,
impartial and thorough preliminary enquiry on all the issues
mentioned in the representations, filed by the petitioner in a time
bound schedule.

7. That it is most respectfully submitted that certain contraventions

under FEMA were noticed by the Directorate in the ongoing
A complaint under FEMA ,was filed on 06.11.2015
against NDTV Ltd., Dr. Prannoy Roy, Mrs. Raclhika Roy, Mr.
KVL Narayan Rao and M/s NDTV Studiqs Ltd.

8. That on the basis of the complaint filed on 06.11.2015, the

Acljuc!icating appointed uncler Section 16 ( 1) of FEMA
of the rank of Special Director has issued a Show Cause Notice
under FEMA for various contraventions of FEMA, 9ffiounting to
Rs. 2030 crores, on 18.11.2015 to the following persons :-

I) NDTV Ltd., New Delhi.

It)- Or. Prannoy Roy, Executive Co-Chairperson, NDTV Ltd.,
. '''
III) Mrs. Raclhika Roy, Managing Director, NDTV Ltc\.,
IV) Mr. KVL Narayan Rao, Group CEO and Executive Director,
"
NDTVLtd.,.
, V) NDTV Studios Ltd., New Delhi

A summary of the FEMA contraventions in which the

investigation has so far resulted into the issue Of' Show Cause

y
intet alia, to RBI
..

:\
.

4-

issues being investigated by the Directorate. These issues, inter

alia, contain the complaint pertaining to FEMA of the petitioner.

Copy of the letter sent to RBI by the Directorate will be placed in

a separate sealed cover.

10. It is most respectfully submitted that Directorate of Enforcement

I
is investigating the financial transactions done by NDTV Ltd. &
others in and outside India since the year 2006 - 07 onwards.
Details of such companies, inter alia, is enclosed as Annexure -
2.

11.
<
That it is most respectfully submitted further that Directorate is
fm1her investigating. the case of NDTY Ltd.- & others under '

FEMA which, inter alia, covers the complaints received from

variotls sources and inputs I opinion received from RBI, Income-
tax Department, FI1)-IND etc.-The investigation is being carried
out by the Directorate about the financial transactions done by
overseas companies of NDTV Ltd. and funds generated out of
India by NDTV Ltd. I individuals and its transfer to India and
other countries. A chart showing the movements of funds in and
outside Inqia is enclosed as Annexure- 3.

COMPOUNDING APPLICATIONS BEFORE RBI

S 4 4 ; I I l I II - P ) i ( S I i

12. That it is most respectfully submitted further that RBI, Mumbai

vide letter dated 1-3.05.2016 informed\ about the two
compounding applications filed by NDTV Ltd. RBI, Mumbai
vide lette.r dated 05.12.2016 has further informe<;l about the filing
,

of one more compounding application in respect of the Show

Cause Notice issued by the Directorate. '

PENDING INVESTIGATION UNDER FEMA

... " , . '

.0'
e= %X@2? !10?j?mi!?!)Wi'l!4i>

\nter alia, bll(ing investigated will be pla9ed in a separate sealed

cover.

14. That it is most respectfully submitted that in a(l.dition to FEMA

investigation, against NDTV Ltd. and others a Letter of Request
under Section 57 of PMLA has also been issued by the Special
Court ofPMLA, New Delhi on 01.12.2015 in the case of Aircel
Ltd. (2G Spectrum Scam case being monitored by the Hon'ble
Supreme Court) ov{)rseas investigation about NDTV Networks
Pic., UK (o'(erseas company of NDTV Ltd. in UK). Response
from UKAuthorities is awaited.

15. That it is most respectfully submitted further that at present

investigation is being carried out by the. examination of
authorized person of NDTV Ltd. in respect of the FEMA issues,
on the basis of the documents submitted by NDTV Ltcl. and
received from p(;)titioner and Income-tax Department. A Stlmmary
'

of the major steps of ongoing investigation exhibiting the steps of

ongoing investigation under FEMA will be pla<;ed in a separate
sealed cover.

16. --
Thus, it is most respectfully submitted that investigation in this
case by the Respondent No. 1 is in progress in impartial and fair
manner.

' DEPONENT

1t-
Verifie4 at Delhi on this __LQ ______ Day of Fel:ll1.lary 2017 that the

. contents
--- .. of the above affidavit are true to my knowle<;lge and based on '
' .

'WDe"':' ' of the ca&e.

f
\ 'I \
,\1 e.'
' .,. ;:ol'
Q, ''
dt;.

)""\ I
J,, .

'1'l'm'
--ID_o/_1
....... '""'
MlnJifiY or Fini111':91, 9tA&JCin.ani or Rmrwe!
lfl
.

Gp\i:Ori'l_., of 11'\dla, Ne.w lf:elhl

 r;,
ANNEXURE-1

FEMA CONTRAVENTIQNS CHARGED IN TH)l: SHOW CAUSE

NOTICE ISSUED .6Y THE DIRECTORATE OF ENFORCEMENT
ON-18.11.2015 AGAINST NDTV LTD. AND OTHRS
l

CONTRAVENTION NO. 1
.'
NDTV Ltd., Dr. Prannoy Roy, Chairman & whole time Director, Mrs.
Radhika Roy, Managing .Director and Mr. 1 KVL Narayan Rao, CEO &
. .
Whole time Director of NDTV Ltd have contravened the provisions of
Section 6 (2) (ii) of the FEM (Transfer or Issue of any F orei)?;n Sec1Jrity)
Regulations, 2004, issued under section 6(3)(a) of FEMA, in bringing R.s.
725.56 crore (USD 163.78 Million) in India through NNPLC in its group
companies, the period March, 2007 to October, 20 I 0.

... f
YEr+fTIQN 1':\Q.

NDTV Ltd., Dr. Prannoy Roy, Chairman & whole time Director, Mrs.
Radhika Roy, Managing Director and 'Mr. KVL, Narayan Rao, CEO &
Whole time Director of NPTV Ltd have contravened the provisions of
Regulation 5 (1) of FEM (Transfer or of Security to Persons resident
outside India) Regulations, 2000, issued under Section 6 0)(b) of FEMA,
..,. .......
99 by not complying with the terms and conditions of the FIPB approval
No. FC II 37 (2007) I 5 I (2007) dated 05.03.2007 given to its overseas step
down subsidiary NNPLC by bringing USD 163.1,8 Million in India in its
grolJP co\npanies in the form of FDI, out of the 'funds USD 170 Million
.
raised through loans I I preference shares (not compulsorily
convertible) outside India through NNPLC, during the perioq March, 2007
to Qctc;>ber, 201().

CONTRAVENTION NO.3

NDTV Ltd., Dr. Prannoy Roy, Chairman & whole time-...Director, Mrs.
Radhika Roy, Managing Director and Mr. KV[ Narayan CEO &
Whole time Director of NPTV Ltd have contravened the provisions of
af(:o. ' ulation 6 (2)(ii)-of the FEM (Transfer or lssue,of any Foreign
(::; i ulations, 2004, under section 6(3)(a) of FEMA, in receiving
\ "'"' ... ;;;
_________________.,...,.., ..,. . ., ......................................l!!!. . w "?YH'\111 *&f!"Fiil\:!&Si @0 1ff8

r
overseas funds from NDTV Mauritius Media and NDTV Worldwide
Ltd., in the group companies, amounting to Rs. 387.74 crore,
during the period September, 2008 to September, 2009.
1

CONTRAVENTION NO. 4 j.. , . n;

NDTV Ltd., Dr. Prannoy Roy, Chairman & whole time Director, Mrs.
Radhika Roy, Managing Director and Mr. KVL Narayan Rao, CEO &
Whole tim!( Director of NDTV Ltd have contravened the provisions of
Regulation 6(2)(vi) and Regulation 6(4) of the (Transfer or Issue of
any Foreign S<rcurity) Regulations, 2004, issued under section 6(3)(a) of
FEMA read with Regulation 3 of The FEM (Guarantees) Reg1,1lations, 2000
issued under section 6(3)G) of FEMA in giving Corporate Guarantee
totaling to USD 84 Million, during the year 2007 and 2009, for its step
down subsidiary NNPLC to raise loans outside India.

CONTRA
.... .. ,... VENTI
.. ON NO. 5

NDTV Studios Ltd. and it;; Directors Dr. Prannoy Roy, Mrs. Raclhika Roy
and Mr. KVL Narayan Rao have contravened the provisions of Section 3
(d) ofFEMA by depositing Rs. ZOO crore in India with the Bank of Baroda,
New Delhi to avail the loan by NNPLC outside India from Bank of Baroda,
....
UAE.
--
CONTRAVENTION
......,.....,. NO.
.., ...,6..
NDTV Ltd., Dr. Prannoy .Roy, Chairman & whole tip1e Director, Mrs.
Radhika Roy, Managing Director and Mlj. KVL Narayan Rao, CEO &
.
Whole time Director of NOTV Ltd have contravened the provi:)ions of
/ Regulation 6(2) (ii) of the FEM (Transfer or Issue of any Foreign Security)
Regulations, 2004 read with Regulation 1OB of the FEM (Transfer or Issue
of Security by a Person Resident Outside In<;lia:) Regulations, 2000, in
transft:rrin!:& shares of NDTV Labs Ltd., NDTV Ltd., NDTV
Convergenve Ltd., ND,TV Ltd. and NGEN Media Pvt.
M/s NDTV Life!)tyle H. Limited and Mls NDTV Networks
;t for the amount of 296.74 crore, during the year 2010 and
f.l 1/Y;,lf 5 I

'"' t., .
- ... '..s
.
 g
>

ANNEXURE- 2-

Name of the t Date of I Shareholding as on Remarks

Company Incorporation
BSIDIARY fMarch March ,March t MaFch 31,2{}1()- March Jl,21Hl MaFch March
31,2007 . 31,2008 . 3.1,2009 31,2012 31,2013
NDTV Emer.ging 19/2/2007 100% 50"/o held . 50% held by f 50% held by ' 100% held by 100% held Liquidated 1 Name
.Markets BY f by : Company, Company, 50% NDTVOne byNDTV wef changed in
(Formerly Emerging Company, . 50% held by ' held by NNPLC Holding Ltd. Olle Holding 13.09.20!2 F.Y.
Markets 24X7 BV), 50% held NNPLC Ltd. 2007-2008
i Netherlands byNNPLC . . .. -----

1 NDTVBV 28/12/2006 100% 100% 90%heldby 90% held by Merged into Name changed
(Formerly NDTV NNJH, 10% NNBV, H1% NbTV inF.Y.
Networks BV}, -. . held by held by Company Networks BV wef 2007-2008
Netherlands Company 15/l0/2010
NDTV Networks
Pic (NNPLC),
30/ll/2006 100% 100% . 92% hetd by
NDTVBV
I 92% held by
NDTVBV
92% held by
NDTV One
Dissolved
wef
United Kingdom Holding Limited. October 20,
Ceased 2Q};l
to be a subsidiary
wef
since
place
under liquidation
NDTV Networks - 09/0l/08 100% 100.% tOO% Liquidated wef
BV(NNBV), 25/03/20JO
Netberlands ..... c.---'
----./

NDTVOne 24/04/2008 100% 100% 100% 1- 100% , Merged with "

Holding Limited, New
Mauritius Delhi
Television
Limitedwef

.l'\
Nov
2,2CH2
!NDTVTwo 24/4/2008. 100% WO% I 00% Ceased to Dissloved
Holding Limited, be a w.e.f. May t.
g
..
!i..)
Mauritius subsidiary since 3,20Jl 0

placed
'-''fi
. '()f:
- ->"-'/
p g
. under liquidation
\ 100% Ceased to
be a
07/05/08 100"/o 100"/o 100% Ceased to Dissloved
NDTVThree
be a w.e.f.May
Holding Limited,
since 3,20:ll '
Mauritius ' '
placed
.

under liquidation
T,''
100% to
be a '

2'f/08/2008 100%. . 100% 1OO"A. . Company, . .

NDTV (Mauritius)
cease to.
Media Limited
exist wef
(NDTV (Mauritius}
Media), Mauritius
-. 30/9/20tl
NDTV Four 09/05/08 !00% 100% Liquidated w.eJ.
Holdings AB, 24/l2/20!0
Sweden -
68.6% held wef 01/04/2009
. wef April!,
NDTV Networks 10/04/08
byNNBV NNlH 2009'
fntemational NDTV
Ho!dingsBV was merged with
NDTV Networks
(NNlH),
BV. Intema<ional
Netherlfmds .

. Holdings
BV (NNlH)
.. was merged
-
withNDTV
; ,. BV.
J
- Consequtly,
NDTVBV
became a
di>ect
subsidiary of
: > 'lmt'j1
Ne!wor . .
BV. -1? 4(: : }J \
l : NDTVLabs 13/12/2006 100.00% 100% 92.0%held 92.0% held by, 99.97% held by, 99.97%held 99:97% held ( ., )
hyNNP"LC NNPLC NNL byNNL by . -' il '<.,..
. Limited (NDTV
NNL \'\-').. ;"
Labs), India 'ZI!NFOI'IOy!.
 ro
'
t3/12/2006 100.00% . 83% held 75.0% held. 75.0% held by 75.0% held by 75.0% held 75.0%held
NDTV
Convergence by . byNNPLC, NNPLC, NNL, 17% byNNL, by
NNPLC, : l7%heldby 17%heldby held by Company . 17%heldby NNI:,, 17%
. Limited (NDTV
Convergence); . 17% Company Company Company held by
held by Company
India '
Company 'c '
NIHV Lifestyle 13/12/2006 100.00% 100% held 92%heldby 92.0% held by '92. 0"/o held by : 92.66% held 92.66% held / ' N!HV
by NNPLC NNPLC NLHPL by by Lifestyle
. Limited (NDTV
NNPLC : /NLHPL NLHPL Holdings
Lifestyle), India
Private
Limited
(NLHPL),
India
-. incorporated
on
' 09/7/20:}0
06/05/08 tOO% held l00%held by Liquidated w.e.f.
NDTV Middle East
Ventures FZ LLC
. byNDTV NDTV AugustJl, 2010
(Middle Emerging Emerging (Certificate date
East}, UAE Markets BV Markets BV 23/3/20 ll)
96.30% 82% . 72.5 %held Name .
Turner General 21'/5/2006
byNNPLC changed in
Entertainment
Networks .India . . 2009-10
F.Y.
Limited (Fonnerly
NDTV Imagine -
Ltd.), India

-
100%held 100% held by l 000/o- held by 100-% held l00%heldby Associate I
. NDTV (Mauritius} J
byNDTV NDTV NDTVOne byNDTV the companytiU
Multimedia
Limited, Mauritius Studios Limited Holdings Ltd. One company, ' 3014/2010
Holdings Post
Ltd. Merger of
NDTV K11, '!Rir
One Holdings : ""-
.... -
Limited with . -$ 0
New z.
:. ! 00:
..
Delhi
//
.

Terevision @
Limited
 tl
100% held 100% held by iOO"Io held by Amalg<Unated-
100"/o held Associate
ND'FV Worldwide 28/H/2008
byNDTV NDTV NDTV byNDTV wifuNDTV company till
Mauritius Limited ' . 30/4/2(}10
(Mauritius (Mauritius) (Mauritius! (Mauritius)(Mauritius)
(Worldwide
Multimedia Multimedia Multimedia Multimedia Multimedia
Mauritius),
Limited Limited Limited Limited Limitedwef
Mauritius '
' 29:(R20B I

90,91% held by 90.9!% held l>y 92%heldby 92%held by Associate

'
NDTV Worldwide 28/7/2009
Private Limited, NDTV NDTV the the company tiH !
Worldwide Worldwide Company Company 30/4/20!0
India
Mauritius Mauritius.
.. Limited, 9.09% Limited, 9.09%
held by held by
ND1VDelhi company
Limited
OINT VENTURE

29/8/2006 50% 50%held by 50 %held by 50%heldby 50 %held by NNL 50%heldby 50% held by
NGEN Media
NNPLC NNPLC NNPLC NNL NDTV
Services Private
Networks
Limited ("NGEN
Limited in
Media"), India
NGEN
Media-had
been
. transfer to
- "Genpact

I .... India
Holdings" on
J 28.03.2(H3 -
.SSOCIATES Country of
417/2006 20% 20%held 20% held by 20%heldby 20% held by l0%heldby 10"1<> held by
AstraAwani incorporation
by NDTV NDTV NDTV NDTV NDTV
Networks Limited, changed
NDTV Emerging Emerging Emerging Networks Networks
Mauritius
Emerging MarketsBV MarketsBV MarketsBV Limited, Limited, 10% . from 'frrii
Markets BV 10% held by held
.
NDTV . by the
1
. Maur1tms;'lly , ;f
Company F.Y. 2010-\ . , )
. ... ..
ZENFQP!.::.
 J2
. - . "Astro Aw.mi
i:

Network
,
SdnBhd!' in
F.Y.20l2-
' B'
NDTV Studios 1017/2008 49% held b.y. . \ 49"/o held by NA Merged: into
Limited ("Nl}TV NDIV(Mauritius} NDTV(Mauritius} . j
'the
Studios"), India Media Media company
Limited Limited . w.e.f. Aprill,
' 2010
.

- \

..... }
 13 Annexure-3 f
FLOW OF FUNDS IN INDIA FROM OVERSEAS COMPANtES OF NDTV UNDER FDI

'
.r '
I

..
NDTV Networks B.V., Netherlands
(NDTV Networks BV-2} !--
"l NOTV (Mauritius)-Med;a Ltd., Mauritius
J
Corporate Guarantee by NDTV .
Ltd. for Loans taken and coupons . - .
.--'-'- .
issued by NDTV Networks Pic, UK
NDTV B.V., Netherlands N[)."fV (Mauritius)-Multimedia Ltd-., Mauritius {2)
Bank of Baroda- USD 70 M
(NDTV BV-1)
Bank of India - USDlOM - & NDTV Worldwide Mauritius Ltd., Mauritius !3)
incorporated by NDTV Studios Ltd., India
Coupon Bonds - USD 44 M
USD SO M loan taken

to invest in India

' Outside
India
USD 120 M collected
from. safe of bond-s and NDTV Networks.PLC, UK

preference shares by NDTV BVI - !'}2% :

NNPlC to Invest in India. ESOP Trust- 8%

-
: .. ............................ ,

J
.....
Rs 387c64 crore invested by (1) in NDTV Rs l(}laktt invested- by (3fin NOW
Studios ltd., India Worldwide Ltd., Ind-ia

NDTV Ltd. I I In India

l .
NDTV Imagine Ltd.,
India--
. Rs. 637.17 crore
from NDTV Network
l
NDTV Labs Ltd.,
India
Rs. 12.90 crore from
NDTV Network Pic.
NGEN Media Services
Pvt. Ltd., India
. Rs. 8.SO cmre from
Network Pic.
NDTV Lifestyle Ltd.,
India
Rs. 44.44 crore from
. NDTV Network Pic.
NDTV Convergence
Ltd .,In d'1a
0
.
.. _
Rs. 22.5S crore from. -i 1-.
NDTV Network Pic.
.

.
-_'
'lmr i'l;-
-!,,

o.\ ' \
\ __.. ..... _

OFENF