1 wart dt wore ear whee ( are 154 2. uftrar sfeaT a ATT) fares FIRST INFORMATION REPORT (Under Sec. 154 Cr.P.C.) SPEC wi «696 wa... | Book No Serial No. 1 fen: 7: a: WR. feria: District Ps: Year FIR No. Date New Delhi CBUACU-VIAC-I| 2017 21720170009 0 Cay man: wah 72.06.2017 Act sections IPC 120-B lw 420 (2) faa: rd: Act PC Act-1988 Sections 13 (2) r/w 13(1) (d) (3) far: ard: Act Sections (4) sea faert Gi arog: ner Acts & Sect aa . Other Acts & Sections. Criminal conspiracy, cheating and criminal misconduct 3. GR) ita SPAT: (2) Suspeciad Offence Ca) fer: ‘feats wr {b) Day Date Time During the year 2008 to 2010 Cn) aA TARA TE FF AL for (©) _ information received at FS Date CBVACU-VIAG-II/New Delhi 02.06.2017 are TTA: aH Entry No. Date Time 02.08.2017 1600 hrs. 4 Tea Te ferent Type of Information Writen/Oral Written 5 Wa PIA Place of Occurrence New Delhi (w) wae Rea {a) Direction & Distance: from PS aie 4. / Beat No.(a) TH: (b) Address: () sesrere 37 ern éenfirer # & a or {c) In case, outside the limit of this Police Station, then ‘qfera oat a ae fen Names of PS z District aati / aarreat : Complainant Informant (%) 74 7 (a) Name Shri Sanjay Dutt, Director of Mes Quantam Securities Ltd. (a) fis ofa eae (0) Father's / Husband's Name (a) arm fafa (3) wera: (c) Date of Birth {d) Nationality Indian (BWIA one rE Fea and ea ae (@) Passport No Date of ssue Place of issue (aaa i) Erefemion Director of M/s Quantam Socuritics Ltd. (@) we - M-74, Greater Kailash-2, M Block, Market, Ist Floor, Eanes New Dethi- 110048, aa Bet stare / a a ot Paero = Details of known / suspected / urkrown accused with ‘ul paniculars (ale sacra Bat oer B TET AT SE) (Atlached separate sheet, f necessary) () 4. Mls RRPR Holdirg Pvt., Ltd., E-186, Basement Greater Kailash-1, @ New Delhi, @ Shri Pranoy Roy, B-207, Greater Kailash Part-1, New Delhi Ms Radhika Roy B-207, Greater Kailash Part-1, New Delhi Unknown officials of ICICI Bank Ltd, Mis NDTV India Ltd., 207- Okhala Industrial Estate, Phase-3, Now Delhi-110020. r Unknown others. PRON >INFORMATION A complaint dated 28.04.17 addressed to Director CBI, New Dathi received from Shri Sanjay Dutt, Director Quantum Security Pvt. Ltd., having office at M-74 Greater sh-2, M Block Market (First Foor), New Delhi-10028, which is reproduced below: Confidential & Privileged Dated: 28.04.17 Honourable Shri. Alok k. Verma, Director, Central Bureau of Investigation, New Delhi, Subject: __ Pecuniary less of over Rs, 48 crores to ICICI Bank arising out of unlawful/undue favour aad profit transferred to_Promoters of New Delhi Television Limited (NDTV) being - Dr. Prannoy Roy Mrs. Radhika Roy & RRPR Holding Pvt.Ltd. 2, ICICI Bank al egedly conniving, committing fraud & entering into a conspiracy with Promoters of NDTV in facilitating transfer of ownership of a News Broadcasting Co. (licensed by Ministry of Information _& broadcasting (MIB), Govt of India) to 2 “Khoke/She!!” company. All these acts committed being in violation of Banking Regulation Act, SEBI Act, MIB Regulations & MHA national security norms for News media co.’s. Reference: Submission of unimpeachable facts & documents relating to the above acts of Management of ICIC! Bank, Dr. Prannoy Roy end Mrs Radhika Roy in laundering of benami funds of Rs. 403.85 Cr with Mala-fide objective to creating interest in favour of a benami party to gain covert control of public listed news media company — NDTY & also ing fraud and causing wilfal loss of over Rs. 48 crores to ICICI Bank Lid. and loss com to sharoholders of NDTV (public listed company and News Media Co. of national importance) Honourable Sir, 1. In this regard, the Compianant (QSL — Quantum securities P Ltd) craves your eave to submit specific facts relating to the dubious role played by ICICI Bank in acting as a conduit for ¢ “Benami Person” in laundering of funds amounting to Rs. 403.85 cr in collusion with Mr. Prannoy Roy and Mrs Radhika Roy through a labyrinth of shell companies and a complex web of fund routing with the ulterior motive +o create covert controlling interest in favour of the Benami Person in a Ministry of Information andBroadcasting licensed news media company i.e. NDTV. It is submitted that the main Oblect of such layered, circuitous Investment of Rs 403.85 Cr in the third Pramater of M/s NOTV Ltd (i.e. - M/s RRPR Holding Pvt. Ltd) through covert end complex shell corporate structures was clearly to avoid detection of source of funds and the true owner of the Funds. 2. Locus of QSL 2s Complainant ~ QSL & associates being complainant herein are 2 shareholder of ICICI Bank as well as NDTV. QSL being aggrieved by misdeeds cornmitted by the two promoters of M/s NDTV Ltd ~Dr Prannoy Roy and Mrs. Radhika Roy through Ms RRPR Holding Pvt. Ltd. being the third promoters of M/s NDTV Ltd, in collusion with ICICI Bank have also ‘led complaints with SEBI, RBI& £D etc. 3. __The complainant in the said complaints has raised serious issues relating to financial misdemeanors and malpractices being committed by the first two promoters, Mr. Prannoy Rey and Mrs, Radhika Roy, in collusion with ICICI bank through the third Promoter M/s RRPR. Holding Pvt. Ltd. in the affairs of NDTV Ltd, curing FY 2008-2009. It is Pertinent to note and as clearly bought forth in the table below (Para 12) management OF ICICI Bank caused willful pecuniary loss to the Bank and thus a gain to the private individuals of more than Rs. 48 crcres, 4. The Complainant submits thet during financlat year F.Y. 2008-09, Sh. Prannoy Roy and Mrs. Radhika Roy along with RRPR holding Pvt. Ltd. (copy of Balance Sheet Attached Page 1 to 12) as person acting in Concart (“PAC”), in terms of regulation 1(1) of the Securities and Exchange Board of India (Substantial Acquisition of shares and Tal keovers) Regulations, 1997 and subsequen: amendments thereto (SEB! (SAST) Regulations”), mace cash/open offer of Rs. 438.98 i.e, Rupees four hundred thirty eight and paisa ninety eight only per fully paid up equity share of Rs. 4/- each (the “offer price”), to acquire up to 1,26,90,257 fully paid up equity shares of face value Rs. 4/- each, representing 20% of the Resulting Voting Share Capital (offer) of New Delhi Television Limited (the Open Offer concluded on July 3, 2008). The promoters to meet the financing requirements for the said acquisition of shares of NDTV Ltd took a loan of around Rs. 500 crores from Inclia Bulls financial services Ltd. (details on Page 10 of RRPR Holding P Ltd. balance sheet of Fy2008-2009, attached). 5. Thereafter, the promoters cn 3" October, 2008 (as per deed of hypothecation attached on Page 13 to 34) entered another agreement with ICICI bank for grant of financial assistance to the tune of Rs 375 crores for repayment of debt of india Bulls Finance Ltd. The bank granted financial assistance of Rs. 375 cr. against collateral of the entire shareholding of the promoters in M/s NDTV Ltd. [reliance Seing placed on email dated 29" June 2011 by the attorrey of the three promoters of Mls NDTV Ltd Copyattached (on Page 35) and duly filed by NDTV under affidavit in Delhi HC in case No. CS(OS) 3049/2011] 6. It's submitted that the loan of Rs. 375 cr. (reportedly draw down was of Rs. 350 cr) was secured against a pledge/collateral i.e. (THE ENTIRE SHARFHOLDING OF THE PROMOTERS IN NOTV LTD. (3,96,14,759 EQUITY SHARES). However, neither the bank nor the promoters of M/s NDTV Ltd made disclosures of creation of such collateral in favour of Bank. This disclosure/permission under various statutes is mandatory to SEBI, Stock Exchanges and of course Ministry of Information and Broadcasting (MIB). Govt. of India, it is belfeved that such concealment was done as the creation of collateral of the entire shareholding of the Promoters in NDTV Ltd. equivalent to more than 61% of the voting, capital was patently in violation of Section 19(2) of the Ranking regulation act which provides that no banking company shall hold shares in any. company, whether as pledge, mortgagee or absolute owner of an amount exceeding thirty percent of the paid-up share capital of that company or thirty percent of its own pald up share capital and reserves, whichever is less, Thus, as stated above, ICICLbank was an active participant in violating MIB Regulations, SEBI Regulations and MHA security clearance guidelines for News Media Companies. 7 Further, it is relevant to noze that RBI in its mandatory Master Circular No. DROD No. DirB¢g0/13.07.05/98-99 issued on 28.8.1998 and duly upcated from time to time has clearly provided in Clause No. 10 (vi) that “Banks should exercise particular care when advances. are sought against large blocks of shares by a borrower or a group of borrowers. It should be ensured that advance against shares are NOT USED to enable the borrower to acquire or retain a controlling interast in the companylcompanies or to facilitate or retain inter corporate investments”. Thus, not only has ICICI bank violated Section 19(2) of the RBI Act but has also been grossly negligent and in violation of the above referred Master_Circular issued by RBI. Further, the promoters have coms ted frauc eated and of course concealed all this information in conspiracy with ICICI bank from Govt. of India, its sharetolders and SEBI etc, tues relating to non disclosure of material 8 QSL since 20112017 has been raising facts by promoters cf NDTV Lid. as well as by the Bank, relating to creation of “pledgejencumbrance” by promoters on their ENTIRE HOLDING IN NDTV against secured loan being taken from ICICI Bank Ltd in relation to discharge of their contractual obligation from an Open Offer beiry made by them to the then exiting shareholders of NDTV Lid in March July 2008. However, till date no replylaction has been receivedtaken from the management/promoters o* NDTY, ICICI Bank, SEB! and RBI etc. 9. The Promoters utilized the financial assistance advanced by ICICI bank for the repayment of the loan of ‘India Buls and what is more interesting is the fact that thePromoters during the succeeding financial year (F.Y. 20092010) entered into a settiement agreement with the bank on 06" August, 2009 and paid offfpaid hack almost 99% of the Debt to ICICI bank equivalent to Rs. 350 Cr. Do note, 2s per the balance sheet of RRPR Holding P Ltd for FY ending 2011 and FY 2010 (refer Page 46 & 50 of Bal Sheet attached) the loan is still not fully paid and an outstanding amount of over Rs.4 Crores are shown as due to ICICI by ARPS. What is most intriguing (appears a blatent cover up of some sorts) and thus requires investigation is the fact that on the contrary, ICICI Bank vide its letter dated August 7,2009 (copy on page 51) states that -“We hereby confirm that the entire amount due and payable by you in respect of the subject facility has been repaid in full”, 10. The Petitioner on the basis public records and filings with the ROC ascertained the source of fund through which Loan of ICICI Bank was paid! to the extent of Rs 350 Cr. From the records, it is revealed that- (In FY 2009-2070 Reliance Ventures Li Convertible loan” of Rs. 403.85 crcres to Shinano Retail Private Limited, (i) During the same financial year, Shinano Retail Private Limited (SRPL) extended the same amount (to the exact last rupee) Of Rs. 403.85 crore in similar form as zero coupon optionally convertible loans (at the option of the lender) to its associate company Vishvapradhan Commercial Private Limited (VCP (ii) Interestingly, during the same financial year, Vishvapradhan Commercial Private Limited (VCP1) then transferred an exact amount of Rs. 403.85 Cr (in tivo tranches i.e. (i) Rs. 350 crores in the first fortnight of August 2009 on 05.08.2009 and (If) Rs. 53.85 crores in the first fortnight of March 2c10 on 08.03.2010 received from its Group/Associate Company “M/s Shinano Retail Pvt, Ltd. (SRPL) to RRFR as zero coupon convertible loans. This loan as has been established by Income Tax Department and SEBI was clothed as such but was a steke sale/change of control transaction In favour of VCPL by the three Promoters ~Radhika Roy, Prannoy Roy and RRPR Holding P.Ltd, It is relevant to mention that above multiple “Shell/khoka” Companies involved the whole layering structure had just nominal paid up capita’ of Rs. One lac with no tangible business further, such infusion is nothing but a covert and promeditated “layeringiwaterfall structure” and it is no co-incidence but pro-meditated and covert operation/designed so that an exact amount has been routed to the ond beneficiary — RRPR Holding P Ltd to gein control in a clandestine (backdoorililegel) manner of listed company NDTV as RRPR Holding aleng with Prannoy Roy and Radhika Roy hold over 61% of fully diluted equity of NDTV. It is pertinent to put on record here that the “clothed loan’ agreement was signed and bound all the three promoters in favor of VCPL and thus transferred complete control of NCTV to VCPL. This fact has been established hoth by CIT-6 (Income Tax Dept) and SEBI (fling of affidavit in Delhi HC in WPC 11148 of 2016). Do note, a copy of the fraudulent anc illegal arrangement/agreement (dated 21.07.2009) between VCPL and RRPR Holding P.Ltd, (that was fully in the knowledge, in possession ited, extended a “zero coupon optionallyand allegedly prepared in concert with ICICI Bank on August 5, 2009) is attached from page 52 onwards. te It is submitted that through the funcs of Rs. 403.85 Cr from the said ‘8enami Person (VCPL) being a khoka fron), the Bank could have insisted for complete closure of its loan portfolio, yet the Bank and the promoters executed sham settlement agreement dated 06" Aug,2009 whereby the promoters and the hank have agreed that llabllity towards ICICI Bank Limited to the tune of Rs. 16,59,46/123)- (Tota lability of Rs. 15 crore Less liability already appearing in the balance sheet of Rs. 4,40,53,877/- Not Balance is Rs. 10,59,46,123/-) shell be paid / payable to ICIC bank Limited upon the market capitalization of NDTY Limited reaching certain milestone(Page 40 attached). It is believed that such contingent transaction is not permissible under the Banking Regulation Act, (Annual Report with this note attached on page 50). [tis important to note, ICIC] Bank was an active participant and in the knowledge of the arrangement/agreement entered nto on 21.07.2009 between VCPL and RAPR Holding P Ltd. and thus ft was involved in breaking various laws such as RB|/Banking Regulation Act, SEB! Regulations, MIB Regulations, Companies Act and of course FEMA & PMILA (as it was aware of USD 85 million crass border transaction referred in Para 9.2 (C) (on Page 59 attached) of the 21.07.2009 agreement between VCPL and RRPR Holding P Ltd.) 12, It is pertinent to note that the Promoters paid Rs. 350 Cr. to ICICI Bank on 05.08.2009. Even as in the balanca sheet af RRPR Holding (31.03.2009) the amount due to ICICI including interest accrued but unpaid was 366,64,795,182. Further, the table clearly shows that [CIC] Bank incurred an actual loss (and a resultant gain to RRPR Holding P. Ltd., Dr. Prannoy Roy ard Mrs. Radhika Roy) of Rs. 48 cores (Rs. 49,02,04,994 plus Rs. 6,00,00,000) | Particulars | Bal Sheet on 31.03.2009 | _ 31.03.2010 | Loan due toIcicibank | _349,26,14,485 1 (8) 440,53,877_ i Interest unpaid to IClcl) 17,21,80,697 ' bank - Interest LossjWaived til] 29,94,63,689 |_ 58.2009 @ 19% | Total due to ICICi bank on) 396,42,58,871 | 58.2009 7 Actual amount paid for | — 3£0,00,00,000 \_ settlement- oe a Loss as on 31.03.2009 | (A) 46,42,58,871 | 43.02.04,994 | Total pecuniary loss to ICC | Bank (A less 8) loan stil Loutstandinginbooks | Further loss of interest on | Rs. 4.40 crores loan from 2009-2016 | | 6,00,00,000 Total loss tol Bank | __[ Rs. 48,03,04,994 = It is submitted that on a perusal of the above table, it is evident that in addition to the amount outstanding on 31.03.2009, dues of ICICI were Rs. 29.94 crores as interest for 153,days trom 1.4.2009 t0 5.8.2009 at 19% per annum on monthly compounding. However, the Promoters settled for only 350 Cr. and ICIC! did not recover the balance amount and ‘took a lump sum consideration af Rs. 3§0 crores. 13. Further, what is most intriguing is that on 08.03.2010 (same FY as the alleged one time settlement of loan, even though Radhika Roy and Prannoy Roy had funds and all means to pay ICICI), VCPL further paid Rs. 53.85 crores to RRPR Holding P ltd. and that was simultaneously siphoned ou:/paid to Dr. Prennoy Roy personally from RRPR Bank Account on the same cay as being received tram VCPL. In complete disregard to financial regulations, procedures and norms, ICICI bank overlooked this additional payment and did not recover the amount even though Promoters gained at the loss of the Bank by siphoning money into their personal account via RRPR books. Further, to date Rs, 4.40 crores remain outstanding to ICICI bank (referred on Page 50) and the bank has not taken any steps to recover the Principal nor the interest on the outstanding figure. According to QSL estimates, just the outstanding Interest would be close to Rs. 6.00 crores. Thus, ICICI Bank has suffered a cash loss of around Rs. 48 crores on this transaction and obvious in turn given a benefit to Dr. Prannoy Roy and Mrs. Radhika Roy besides flouting all Regulations/RBI Act and relevant circulars applicable. QSL submits that from the above facts following matters apparently require investigation: | Motive of ICICI Bank as wellas the Promoters to conceal the fact that the grant of huge financial assistance of Rs 375 Cr. to the Promoters was against the creation of collateral on the entire shareholding of all the three promoters of M/s NOTV. Ltd. This was illegal under RBI Regulations, MIS Regulations, SEB! Regulations and Disclosure Norms of BSE and NSE (thus fraud on shareholders). ji, Motive of the Bank in not insisting recovery of entire loan amount (and contracted 19% interest) specifically when the promoters had sufficient source of funding, assests end means to pay off loans. They were in no manner eligible fora ‘one time settlement or any such accommodation as they have liquid assets and further profited from this sale. Do refer clause 2 (a) (Schedule 3 on page 68 attached) of the VCPL and RRPR agreement of 21.07.2009, wherein it is siatud that they sold 26% of NDTV for a valuation of Rs. 1346 crores when the market value was close to Rs. 800 crores only. ii The reason behind ICICI bank waiving off its interest income specifically when the promoters had sufficient source of funding, Thus, causing a loss of ICIC] Bank and unlawful gain to the two Promoters as the expense of shareholders of ICICI Benk and of course NDTValso. iv, The bank chose to participate and in fact facilitate a blatantly illegal contract of 21.07.2009 that violated MIB Regulations, Banking Regulation Act, SEBI Act, PMLA and FEMA etc. Thus, it engaged injwas acquiescence of a criminal act by the promoters of a sensitive news broadcasting undertaking ie. NDTV (that required Permissions of all acts from VIB, MHA and other bodies such as BSE, NSE and SEB!etc.). This establish beyond doubt that the bank was involved in a conspiracy with the Promoters to conceal the true acquirer of NDTV, the real source of funds and of course indulging in hawala/PMLA violation. 15. The complainant submits that above facts raise reasonable suspicion about the conduct of ICICI Bank management in the dubious money transaction. Further, from the above mentioned facts, there is rrime-facie case that the Bank executed such settlement agreement dated 06 Aug 2009 with sole objective to retain charge aver the entire shareholding of the Promoters in NDTV Ltd, and was clearly acting as a front/conduit/facilitator for another unknoven/benami person. In fact, this is now substantiated/established by the findings of Income Tax Dept and SEBI that have confirmed cover change of contral of NDTV in 2009. Humble Prayer: 1. CBI Is requested to investigate ICICI Bank under the relevant act/rule for causing loss to the Bank and unlawful gain to the Promoter of NDTV. 2. Further, investigate who is the true owner of the nationally sensitive and important (for national security reasons) news media company- NDTV. In addition, what role did ICICI Bank play in facilitating this clandestine change of control? 3. The modus operandi used in taking clandestine control of NOTV through hawalajmoney laundering route as money has moved across 5-7 entities to eventually reach RRPR Helding P Ltd. and part of it being siphoned out for Personal gain/profit at the expense of ICICI Bank to the personal account of Prannoy Roy and Radhika Roy. 4. Why were NDTV funds of JSD 85 million lying overseas and thereafter illegally brought into india used as leverage to make the promoters gain Rs. 403.85 crores as is clear in the “clothed loan” agreement of 21.07.2009. This transaction, a condition prececlent to payment of Rs. 356 crores by VCPL to RAPR Holding P Ltd., squarely attracts and is in Volation of FEMA and PMLA. Of course, as CB! would note, this 85 million USD s equivalent to around Rs. 359 crores at the then prevalent USD-INR exchange rate and thus further raises suspicion on the nature and objective of the arrangement between the parties. As has already been mentioned above, ICICI Bank was @ party (being full eware) to this alleged money laundering arrangement. QSL, humbly requests you office to investigate this matter on priority as prima facie a criminal case stands established against the management of ICICI Rank and the Promoters of NDTV. If appropriate, without delay proceed in registering a RC/FIR on the matter on grounds of criminal conspiracy, causing wilful loss #0 ICICI Bank (thus contra gain to private persons), knowingly and by design violating various Govt. Regulations and Statutes by ICICI Bank (as stated above). Further, Promoters of NDIV and Management of ICI Bank have without doubt committed fraud and willful loss to the Bank and its shareholders along with shareholcers of a public listed News Media Co. (matter ofnational interest & security, being licensed by Ministry of Information and Broadcasting, Govt of India). Thanking you Yours sincerely, For and on behalf of Quantum Securities P Ltd. sdf (Sanjay Out:) Director Annexures: Page No. 1 to 69 The aforementioned facts and circumstances cisclose commission of offence ort the part of M/s RPR Holding (P) Itd., Dr. Prannoy Roy, Ms. Radhika Roy, Unknown officials of ICICI bank, M/s NDTV India Lid. and unknown others under Section 120 B IPC iw 420 IPC and Section 13(2) riw 13 [1) (d) of PC Act, 1988 and substantive offence. The investigation of this case is entrusted to Sh. Lalit Phular, DSP, CBI, AC-Il, ACU.¥, New Delhi. (KI ‘SP/ACU.V/AC-I CBI/NEW DELHI Endt. No.22US_jRC2172017A0009/CBIACU.V/NEW DELHI Dated: 92-06-2014 Sony to: KIRAN S., IPs Superintendent of Police 4. Special Judge, CBI, Saket Court Complex, New Delhi CBI, ACU-V, New Delhi The Governor, Reserve Bank of India, New Delhi. (3 The Secretary, CVG, Satarkta Bhawan, INA, New Deli 4. Joint Director/AC(HQ)/CBINew Delhi. 5. The HoB/ACII/CBI/New Delhi, é. Sh. Lalit Phular, DSP, CBI, ACL(V), New Delhi. 7. Office copy.‘Goniidential & Privileged RRR PY NS Leer QUANTUM SCCURITIES PVT. LTD. “M78 Greater Kailash ~ 2, M Block Market (First Ftoo:), New Dothl = 110048 Mana, 'g@31001 6869 oF 012-42437300 & email qs durt@gmai.com Rega. Off Ms Connaught Cress, AVG Bhavan Fst Foor, New Del Dated: 28.04.2017 Honourable Shri. Alok K, Verma, 2 Director, Central Bureau of Investigation, ‘New Delhi. Subject: Reference: 1. Peewniary less of over Ry, 48 crores to ICICL Bank arising oft of sintewfulundue favour and profit transferred 10 Promoters of New Detiit eiion Limited (DTV) being - Dr. Prannoy Rov, Mrs. Radhika Roy & JCICT Rank allegedly conniving, committing fraud & emerins. into nership 0} noters of NDTV in facilitating transfer of 0 News Broadcusting Co. wry of Information & ‘prondeasting (MIB), Govt of India ro a “khohaishell” compar ats commited being in violation of Banking Regulation Act SEBI AC SHIR Regulations & MHA national security narms for News media submission of unimpeachable facts & documents relating to the aliove AE of Management of ICICI Bank, Dr. Prannoy Rey and Mis Radhika Roy im Taandering of benarni funds of Re 403.85 Cr with mala-fide objective to creating interest in favour of @ benami party to gain covert control of public Fored news media company — NDTV & also commiting fraud and causing aeevhal lose af over 25, 48 crores to ICICI Bank Lid. and loss to shareholders of NDTY (public listed company ard News Media Co. of national importance) In this regard, the Complainant (QSL ~ Quantum Securities P Lid) craves your seve to submit specfie facts relating to the dubious rele played by ICICI Bank in tee es conduit fora “Berar Person’ in laundering oF funds amounting 10 Rs soar in collusion with Mr, Prarmoy Roy and Mrs Radhika Roy through @ labyrinth of shell companies end a complex we? of find routing with the vlterior soy io create covert controlling interest in favour of the Beam! Person in @ Minigy of Informaton and Brondcasting ficensed news media company te. DTV. Tt is submitted that the main object of such layered. civeu'tete investment Dre 403.83 Crin thethird Promoter nf M/s NDTV Itd (ie. Mis RRPR Holding Sar Ltd) through covert and complex shell corporate structures WAS clearly t© i id detection of source of fonds an the (rue aver of the Funds. Locus of QSL as Complainant - QS & assoclates being complaingnt herein are a veethelder of ICICI Bark as well as NDTV. QSL being agnrieved by misdeeds seared by dhe two promoters of Mis NOT Lad > [> Penne Roy and Mrs cee Roy through Mis RRPR Holding Pvt. Ltd being third promoter of Ns NDTY Ltd, in collusion with ICICI Bank have ‘also liled complaints with SEBI, RBI & ED etc. In parwuance of the Facility Agreement axl the Appoinunett Letter and in consideration of the ene paving granted / extended and/or agreed 10 grunt extend the Facility to the Borrower at crt of the Borrower ad om the tents an subject fo be conditions set out in the Facility vonsideration of the premises, the Hypotheealor hereby agrees, confirms and ‘\groement and i Mareen gna the Borrower shall repay / pay the Facilify, alt sere Ts sion, charges, i ‘a3 2 result of revaluation / linger penses and af) other mmonivs, including ay iNGIoaSe sa SAO Caaton a cere in to aia of oauge Fn ‘currencies, if any, et cantare a So the spanner stout ia the Fait, Agra ot ‘and | of the other aaa om Documents and stall duly observe and perform all the (ene tard conditions of the vent ond tie other Fransaciion Documents Lacilny Age 4. im pursuance of the Facility Agreement and for the consideration aforesaid, the whole oF sins Assow are heroby Hypothecsted as ani by way of charge, with such ranking as is more 3 For RRPR Holding Private Limifedpuniculurly specified in Schedule { hereto, w» security for ané be charged with the repayment / Payment ofthe Facility, all interest, commission, costs, charges, expenses and all olher morits TMeluding any increase es @ result of revaluation f devaluation / fluctuation or otherwise 5 he re of exchange of foreign currencies, if any, involved, whatsoever stipulated in or payable by The porower under the Facility Agreement, these presents and/or the other Transaction Documents, 1. ‘Uhe Hypotheeator hereby appoints the Security ‘Trustee ws its agent or attorney” and dnherises the Security Trustee to act for and in the name of the Hypoihecator to demand, sue Tea woceive and recover and give effectual discharges forall or any of the Assets hypothecated ree ooeeie Deed and for that purpose to (ile suits, 0 declare plaints, make affidavits, to employ an Smeladvocates, 1o compromise and refer lo arbitration ard do such sets and things es could frre been done by the Hypothecator in the mater of recovery of the Assets and also do whatever Nor may be required to do under this Deed and generally to use the name of the the Hypel HIypoitceaor in the exercise ofall or any of the powers by this Deed conferred on the Sess spate the Borrower shall bear the expenses that may be incurred in this repard and shall in connection with the aforesaid igo be liable entirely for all risks and eoasequen 5. Teshall be lawful for the Lenders to exercise any power of aulhority hereby expressed lo Je ecensuble through the Security Trustee and it shall be open to the Lenders te bring or take ne ASiror other proceedings or take any steps for enforcement of the securities created in fayow" ae ae Security Trustee for realisation of the dues from the Borrower to the Lenders, in their sole ame of in the name of the Security Trustee. ss ‘the provisions contained in the Dece of Hypothevation shall be read in conjunction wih fine provisions et the Appointment Letter ard tn the event of any ineonsateney or repuanancy, ‘ppeiriment Letsr shall prevail to all iments and purposes + tn fanher pursuance of the Facility Agreement and dhe Appointment Letter and for the Zndention aforesaid, the Hypothecator hereby further agrees, conflnms, detlaics and sea es ta comply withthe terms and coxditions sei out herein as also inthe Standard Terms The iiypothyeator confirms having received a copy of the Standard Terms and wad and aan aeenstcl Stanéatd ‘Terms. ‘The Hypothecator also acknowledges the contenis of the eiliiy Agreement and the other irensaction documents. For RRPR Holding Private LeshFor RRPR Holding Private Limite Direcior SCHEDULE 1 ABOVE REFERRED oO Details of the Borrower. ete.) | DETAILS OF PLACE AND DATE OF EXECUTION OF THIS DEBD Aus New Delhi in the State of Delhi sate: head bay ot Uctober Two Thousand and Bight / ca DATE OF THE FACILITY AGREEMENT For RRPR Holding Pr hr the lath day of October, Two Thousand and Izgbt ed Per eal eT, ay DAY OF THE APPOINTMENT LETTER Director They” day of October, Two Thousand and Bight ad. NAME OF THE ACCOUNT BANK {CICT Bank Limited, NBCC Place, Lodhi Road, New Delhi-1 10005 3A. NAME(S) OF THE LENDERS, AMOUNT OF THE FACILITY vot: In the aggregaic not excerding [IVR] 3,750.00 million ‘Amount of the Facility (Rs Names of the | Nature of the Fa Hewdees i BE lion ICICI Bank Hid 3,730.00 million NACC Place, Lodhi Rupee Term Lean Road, New Delhic 10003 Pea ince ae fowl? er 50.00 million . ch. CORRESPONDENCE ADDRESS OF THE LENDERS ames of the Lenders Address where notice is to De sent 10 a 1CICL Bank Ue. Fan Novs.:011-24390070 eet ee Atte: Mr. Kishnakumer R. \CICT Bank Limited 'NBCC Place, Ledhi Road, New Delhi-110003 DETAILS OF THE BORROWER ___ Same of the company RRPR Holding Private Limited 5 For RRPR Hodins Private ited =)Duineis) of the authorised [ sigraory(ics) {Pt 3 ‘Address where hotles fe @ be | RRPR Holding Private Limited : : sent to i 5 207, OKILA PNDUSTRIAL AREA, PHASE —If. 3 pee 0020 = bas Novs. < e-mail | £ Phune hols 3 Auta: Mr. PRANNOY ROY a ae a = Ey = & 5. DETAILS OF THE HYPOTHECATOR (insert as stated im point (4) above” in ise o the ,ypothecator and the horrower are the same entities Name of the company IN POINT (4) ABOVE. Name(s) of the authorised ig siunatury(es)_ PRANNOY ROY, Address where notice 1s Wo be | RRPR Holding Private Limited 207, OKHLA INDUSTRIAL AREA, PHASE -Ill, NEW DELHI-110020 fae =I ane, eT a Phone Nov — = aaa Aun: MriMs aia PRANNOY OY. 7 eit 6 ASSETS sc LE 11 ABOVE REFERRED TO. (Description of the Assets) Wl the Bank Accounts and all rights til, interest, benefits, claims and demands whatsoever ite lypothecaor in, to, under-and Tn respect ofthe Banke Accounts and all monies including ne i Mtgws and receivables and all proceeds arising from / in connection with | "and insurance proceeds payable into the Banik Accounts, which SAiied / lying in the Bank Accounts, all investments, assets, instruments amounts n the Bank Accounts, both present and future (the F require. huaye been deposited / am securtigs which represent al a ecount Assets”, Reference to the Accourt Assets shall, as the cwntext may parm o meain any uF eaeh of such Account Assets) 1d by way of exclusive first chanee services Limited Ihe Account Assets have been hereby hypothevated 48 2 ented / lo be created in favour of : 3icInfotech Trustecsti 6 For RRPR Holding Private Linites rt J ae aIN WITNESS WHEREOF the Hypothecator has caused these presents 10 be executed or the day, month ang year hereinabove wrirten in the manner hereinafter appearing, fApphcable if the Hypothevtor is a hudy Corpnrane — afpisariont of commen seat 10 be das poo constirndtonieal dociurnents) The Common Seal of the withinnamed Fiypothocator, [RRPR Holding Private Limited ] has. pursuant to the Resolution of sctorspassed in that bela Fon the affixed in the presence of Stui Rajiv Mathur For RRPR Holding Private Lifited ie * piroetof 1g Privae Lim! ne For RRPR Holdin 6 DirectorIS WITSLSS WHEE sovnin and your riche tte J hpontevst Sedna seine Comin Selo! schovuler. IRRPR Heid nutsuaisl “the Resch juiryptcsest that sy 2008, ereume veer sea Rane Mathur OF the Hypothetor his caused ner ts @ Dusk corporate nea we te ek per the satunnamed yy hing Prvacc Laced | ion of it Boad ol = alton she HA cay of Ag - SA rectar ese presets “ce exezuaed onl day yubete writen if she rranne! hereuselter apsesringSTANDARD TERMS AS APPLIC: x D OF HYPOTHECATION Y FAVOUR OF SI iy TRUSTEE | Standard Terms hese Slandard Terms shall, if the Deed of Hypotheeation so provides, form part of the Deed of Ly potheeation and be applicabie to such Deed of Hypothecation, Iv uheve is any inconsistency between the Standard ‘Texms and the Deed of Hypothecetion, the Deed of Hypotheeation will prev Raitions “peed of Hypotkecalion” means the particular deed of hypothecution exccuied by the Hypoiseeator in favour of the Security “rustee for the purpose of securing the Asseis for the J iclity ard includes the Standard ‘Terms 4s applied thereto. Unless the term “Standard Terms” is used separately. the term “this Deed” or the “Deed of Hypotheeation”, wherever used in the Deed wf Hypothecution or the Standarl Terms, shall be deemed to refer io the Deed of |iypotheeation read together with and including the Standard Terms. all have the meaning asoribed to it in Clause 2 of the Deed of Hypothecation, acility ‘yacility Agreement” shall have the meaning ascribed to it in Clause 2 of the Deed of Lyparheeation, j.nders” means the person(s) named in Schedule | to the Deed of Hypothecation and, unless ropugnant to the subject or context thereot, its/their successors, transferees, novatees, assipns eicrence to the Lenders shall, as the context may permit or require, mean each of the Lenders ‘orany une oF more of the Lenders, AN capitalised terms used but not defined in the Standard ‘Terms shall have the respective ‘ncurngs assigned to them under the Deed of Hypotheeation. 28. Construct in the Deed of Hypothecation and the Slandand Terms, uniess the contrary intention appears: ~ ta) a elorence to “cinendment includes « supplement, medifieation, novation, replacement or re-enactment and ‘amended! is (o be consirucd accordingly, L "fgsets" include all properties whatsocves, both present and future, (whether tangible, intangible sige) investments, cash-flows, revenues, rights, benefits, interests and title of every ve cleseriptiva. uthorisntion’ includes an authorisation, consent, clearance, approval, permission, resolution, Jiccnee. exemption, filing and registrationk control” includes the power to direct the management and policies of an entity, whether through te ownership of voting eapital, by contract ar otherwise; For RRPR Holding Private Limited al Yi neerr“encumbrance” includes a morgage, chage, lien of any.deseription whatsoever, (statutory ot chemise). pledge. negative pledge, neg:tive lien, hypothecation, assignment, deposit and/or scram arrangements, comforts, preference, privity or othér security agreement interest of any hind or natwe whatsoever including, withcut Limitation, (i) any conditional sale or title retention grectments, any financing or similar statment or notice filed under any recording or notice siuuute, and any lease having substantially the same effect as eny of the foregoing, and (ii) any dlesiunation of loss payees or beneficiaries or any similar arrangement under any insurance contrast, poison” includes an individual, corporation, pactnership, joint venture, association of persons, tvust. unincorporated organisation, governnent (central, state or otherwise], sovereign state, oF wney. deportment, authority or pol tical subdivision thereof, international organisation, quency oF authority (in each case, whether or not hmving separate legul personality) and sball include dieir respective successors and assigns and in cese of an individual shall include his legal ‘raters, executors ond heirs and in case of a trust shall inclade the trustee Fepresentatives, admin oo thy trustees for the time being “ian” includes any constitution, statute, law, rule, regulation, ordinance, judgement, order, decree. authorisation, or any published directive, guideline, requirement or governmental restriction having the foree of law. or ary determination by, ot interpretation of any of the Ioreuoing by. any judicial authority, whether in effect as of the date of the Deed of Jy porhveation or thereafter and each as amended from (ime to ime Cathe singular includes the plural (and vice versa), (cithe index to and the headings in the Deed of Hypothecation ure inserted for convenience ot relerence only and arc 1 be ignored in construing and interpreting the Deed of Hypothecation; {djrelerence to the words “include” or “including” shall be construed without lirsitation, (c)nelerence to a gender shall include references to the female, male and neuler genders; {Dall approvals, permissions, waivers, conscats, confirmations or acceptance revuired from the Socurity Trustee and/or the Lenders for any matter shall require the “prior”, “writien” approval. permission. consent or acceptance of the Security Trustee andor the Lenders, {hy the words “hereof, ‘herein’, end ‘hereto’ and words of similar import when used with felarenee 0 4 specitic Section or Sub-clause in, or Schedule 10, the Deed of Hypothecation shal! ‘xfer w such Section or Sub-clause in, or Schedule to, the Deed of Hypothecation ang when used iheewise than in connection with specific Sections, Sub-clauses or Schedules, shall refer to the Need af Ilypothecation as a whole: : (i) all Schedules to the Deed of Hypathecation shall form an integral part of the Deed of Hy pothecation ow in the event of any disagreement or dispute belween the Security Trustee end the | ypullieeator andlor the Borrower regarding the occurrence, detennination and/or materiality of any matier including of any event, occurence, circumstance, change, fact, information, lncument. authorisation, proceeding, act, omission, claims, breach, default or oterwise, the pinion oF the Security Trustee as 10 the materiality, ozeurrence or determination of any of the Tireyoing shall be final and binding on the Borrower and the Hypothecater, 3 Insurance : (a) ‘The |lypothecator shall at iis expenses Keep the Assets in youd and marketable condition done. if stipulated by the Lenders under the Zacility Agreement and/or the Security Trustee under the Appoiniment Letter, insure such of the Assets which are of insurable nature, in (he joint For RRPR Holding Private Limit v é Directorsrames ofthe Hypothecalor and the Security Trustee against any toss or damage by theft, fie. fighining, earthquake, explosion, rat, strike, civil commoton, storm, tempos flood, erection see nae fisk and such other risks sx may te determined by the Lenders and/or the Secufty Fee a oneluding. all marine, transit and other hazards incidental to the acquisition, easpanation and delivery of the relevant Assets 19 the place of une or insalation. The Hiypuntceator shall Gclver to the Security Trustee the relevant policies of insurance ‘and maintain ao eocaee vince throughout the continuance of the security of these peesents and deliver to int See aerrets the renewal receipts | endorsements / renewed policies therefor and til sth Fm polices / renewal recipts / endorsements are delivered (0 the Security, Tuts, the {iar ey Feld by the Hypethecalcr in trust for the Lenders, The Hypothecetor shall daly an jpunetuslly pay all premia and shall not do or suffer to be dane or omit to do or be done any act eect may invalidate or avoid auch insurance. In defeult the Security Trustee mey (et sh 1 not eee neyo) keep in. good condition and render marketable the relevant Assets and take te pou ch ineueance. Any premium paid by ihe Sevurity Trustee anil any costs, charass and sXpenses incurred by ihe Secuvty Trustee shall forthwith on receipt of @ notes of demand from Seas iy Trastee be reimbursed by hc Hypotheeator to the Security ‘Trustee ioge/ier with a ea gna ihe default rate specified by the Security Trusce, from the dave of payment i wsthursemem thereof, in case the aforesaid amounts are reimbursed y the Lenders to the eennity Trustee, such amouns shall, unl such reimbursersent by the Hypothecator, be a charge eee ease pe Souurity Triste shall be entitled, a its sole discretion, () to adjust settle, Compeomise oF refer 1o arbitration any dispute arising under or in cannesten, with any insuranes cae adjustment, settlement, compromise and any award made on such arbitiaion shail be aa eee iteding on the Hypothecator and (i) to receive all monies payable under any such. ann or under any claim made thereuncer and 1 give a vali receip! TRere/or ‘and that the rsa ceived shall be adjusted towards repayment / payment of amounts in respect ofthe teil provided / agreed to be provided by the Lenders and ine ‘Hypothecator shall no! raise any vxation that a larger sum might or ought to have been received or De entitied to dispure liebility irepe liypathecacor for the balance remaining due after such adjustment; by ‘The EHypothecator shall pay all rents, taxes and ourgaings in respec! of any immoveable property in or on which the Assets may for tae tone being be lyin, tnd f or stored and stall keep ich property insured against loss or damage by fire and apeinst such other risks as may be waited by thy Security Trustee and aball preduce the policies Of insurance to the Security Hae ponever required by Uhe Security Trustee. On default, the Security Trustee shall be ced (hough not bound %o do 50) to naake such payinents. Any, Pare made by the san Trasteg shall fortwith on receipt of'a notice of demand from ine Sees Trustee be Secaty apy the Tlypethecator to the Security Trustee together with interes thereon at the Ta rate specified by the Security ‘Trustee, n case the aforesaid snouts Ae reimbursed by deramiilers to the Security Trustee, such amounts shall, unl such reimbursement by the Lypothecator, be a charge om the Assets. 4 Inspection The Lenders” and the Security Trustee"s suhorized person(s)/nomince(s) shall be entitled, at all tines without notice to the Hypethecator aud al the risk and expense of the Ilypothecator and, if tims ined a attorney for are in the narve of the Hypothecator, 9 Se plece where the gion all secords and documents 13 relation thereis may be and inspech values, insure. to For RRPR Helding) rrivate Limited aby g @B)superintend disposal und/or take particulars of al! or any part of the Assets and check any Suulements, accounts, reports, information, and for the purpose of such entry, do all acts, deed land things deemned necessary by the Lenders and/or the Security Trustee including breaking open dof any place where the Assets and/ar the rezords and documents in relation thereto may be lying for stored or kept; the Hypothecator undertakes that unimpaired access to the aforessid piace is ride available to the Lendets and the Security Trustee and their respective agents and nominees ‘all fines as may be required by the Lenders and the Security Trustee 5, Righls and remedies iy the event of any breach or deCault by the Hypothecalor ia the performance of tis obligations under the Deed of Hypothecation and/or by the Borrower of any of the terms, covenants, Obligations and conditions stipulated in te Facility Agfeement and/or the other Transaction Documents or in the event of the chaige cn the Assets having become enforceable for any reason whatsoever, the Security Trustee or their nominees or authorized persons shall, in case such breach or default is not remedied by the Borrower and/or the Hypothecator to the satisfaction of tie fenders and the Security Trustee, wilheut any notice and without assigning any reason and a the risk aad expense of the Hypothecatorand if necessary as attorney for and in the name of the [lypotheeator, be entitled (without prejudize te any other sights and remedies) to exercise such rights and remedies, including (but no. limited to) + (i) to enter Into ané upon the premises GO ike | ypothecater andlor any other persox who then has possession of the Assets, (it) to seize, recover, collect, withdraw, receive the Assets and/or any income, profits and benefits thereof ‘Without interruption or hindrance by the Hypothecalor and/or by any other person(s), (iil) to temnove, and/or sell by public suction or by private contract, despatch or consign for realisation. tr alberwise dispose of or deal with-all o: any part of the Assets and enfore=, realise, serie, Compromise and deul with any rights or claims relating thereto without being bound to exercise tiny oF these powess or be liable for any losses in the exereise or non-exercise thereof, (iv) 10 be Tread nd discharged and well and suificien ly saved and kept harmless and indemnified of, from sinc) wgvinst all former and other estates, titles, claims, demands, charges and encumbrances Nhutsoever, or 10 direct the Borrower and/or other concemed person to sell. assign or otherwise Tiudite, any orall ot the Assets, (9) 10 claim the proveeds of any such sale or liquidation, (vi) te retain all amouras andlor other proceeds received or receivable by the Security Trustee in respect Or the Asses and use them, in whole of part, towards repayment / payment of all amounts in fespeet of the Facility, (vit) to set off / apprepriate or handover all emounts/monies lying with the Scvanty ‘Trustee to the Lendess for set off / appropriation / adjustments towards the amounts payable wo the Lenders und the Security Trustee relating to the Facility and all other monies in fespect thereof, (vii) to direct the Liypothecaror and/or other consemed person in writing (0 vot the Asiels lo the Security Trustee or a date end time indicated by the Security Trustee, in sshich event the fypothecator shall, at its own expense : (a) deliver /Focthwith cause the same to be delivered to the Seeusity ‘Trustee: {hy provide / cause to be provided such guards and maintenance services as shall be necessary to project the same. ing suit or other proceeding, the Hypothecalur undertakes / cause to cords / documents in relation thereto to the fon demand, and 10 transier and to securitics and documents and the Notwithstanding any pend ive unmediake possession of the Assets and all ree: huminces or authorized persons of the Security Trustee, Ucliver to the Security Trustee al] relative bills, contracts, For RRPR Holding private ee lw rh GLiypothevetor shall accept the Security T'usiee’s account of sales and realisations as sutticient oul of amounts realised and relative expenses and to pay on demand any shortfall thereby shown, Provided, however, that the Security Trustee shall not in any way be liable or responsible for any loss, damage or depreciation that the relevant Assets may suffer or sustain on any aicouaint whatsoever whilst the same aren possession of the Security Trustee cr by reason of cavicise oF mon exercise of rights and remadies available to the Security Trustee as afcresaid Nothing heretn shail prejudice the rights ur remedies of the Security Trustee un respect of any present of future security, guarantee obligation or decree for aay indebtedness or liability of the Iiy pothecator to the Security Trustce. 6 Reseiver {he Security Trustee, al any time after the security created under the Deed of Hypotlieation has hecume enforceable and whether or not the Security Trustee shall then have entered into os taken possession of and in addition to the powers hereinbefore conferred upon the Security Trustee aller such enlry sno oF taking possession of, may have a receiver or reecivers (the “Reveives") appointed of the Assets or any part thereof ‘The following provisions shall apply to such Receiver (a) Unless otherwise directed by the Seewity Trustee, such Receiver shall have und exercise all powers and authorities vested in the Security Trustee; by Such Receiver shall, in exercise of his powers, authorities and discretions, conform to the repulation and directions from time to time made and given by the Security Trustee; le) The Security Trustee, may from time t¢ time, fix the remuneration of such Receiver and shall dlireet payment thereof out of the Assets, but the Hypothecator alone shall be Hiable for the pay ment of such temuneration; |) ‘The Seeurity Trustee may, from time w time and at any time, require such Receiver to give security for the due performance of his duties as such Receiver and may fix the nature and amount of the security to be given to the Security Trustee but the Security Trustee shall not be bound to require such security in any ease: ©) The Security Trustee may pay over io such Receiver any monies constituting part of he secutities to the intent that the sanve may be applied foF the purpose hereof by such Receiver and ae Security Trustee may, from time to ime, determine what funds the Receiver shall be at iferiy to keep in hond with a view to the performance of his duties as such Recei () Foery such Receiver shall he the egeni of the Hypothecator for all purposes and the Isputheeator alone shall be responsible for his acts and defaults, loss or misconduct and liable cnany contract oF engagement made ot entered into by him and for his remunerasion and the Security. frusiee shall not incur any liabiliy or responsibility therefor by reason of their making or vonscating te his appointment as such Receiver >, Seeurity to xemain unattecied 2 ited For RRPR Holding private fy 4 DirestOrUhe security created under the Deed of Hypothesation shall continue to remain unaffected b) te cree welevant account / Facility being brought to credit at any time or of its being drawn Shon the Tall extent and afterwards being brought to credit, un shall continue and remein it a etee and effect ull such time the Borrower repays/pays in full the Facility together with a Pe Lotee Srumssion, costs, charges, expenscs and all ether monies including any increase 98 a aaa cealuation’ devafuation/fluctuation or otherwise in the rates of exchange of foreign rorposes involved, whatsoever stipulated in ar payable under the Facility Agreement and/or (he aoee a ection Documents and termination of the Facility Agreement and the Borrower's ag autapost of the Facility andior the Hypothecator under the Deed of Hypothevation shal ee ae attected, impaired or discharged by winding up/insolveney/deathidissolution/merger oF Non/reconstruction or otherwise of the Borrower and/or the Hypothecator or take over agement or rationalisation of the undertaking of the Rorrower and/or the or, as The case may be. amaly of the Hypathe § Sulgzealizations, insurance proceeds. te. All the Asscts and all sale realisations ‘and insurance proceeds thereof and all documents / aaa rere the security under the Deed of Hypothecation shall always be kept distinguishable id eld for dhe benefit of the Security Trastee and specifically appropriated to the scewy ae ee Deed of Hypothecation and be dealt with only under the directions of the Security Haavtec and the Hypothecator shall not crealz any charge, mortgage, lien ot other ‘encumbrance anon or over the samme or any part zheceof except in favour of the Security Trusie net suffer any eh charges morgage, Jien or other encumbrance or any aitachment or distress ‘O affect the aa eoeee port thereof nor do or allow any thing that may prejadies the sovurity under the Dead of Itypathecation and the Security Trustee shall be st liberty to incu al costs ‘and expenses in muy be necessary to preserve the security under the Deed of ypothecation and to maintain sn seme undiminished and claim reimbursement thereof PROVIDED thot exept the extent Weilfeally permited by the Security Trustee hereunder or otherwise. writing, the NMepethecator shall not sell or dispose of ail or any of the Assets in any ‘manner whatsoever and the tiyputhecator shall on any ard ever) such sale or dispostl puy to the esti Trustee, if'so. ver uigad by them, the net proceeds of the sale or disposal i saisiaction, <0 1 #8 the same shall re Paesmonies, due and payable by the Hypothevator tothe Secunty Trasiee PROVIDED, seeATILR that the Hiypethocator may without payment tO the Lenders, if the Sesuriy Trustee ee aeee Lenders 90 agree in writing, replace outmoded equipment by equipment of ea) valent oF 6 Reports, et Vine Hiypotheeator shall, whenever required by the Security Trestes and/or the Lenders, give Tu particulars 1 the Security Trustee and the Lenders of all te Assis and other assets of the Tiyputhecator and shall furnish and vedfy oll statements, repens, Tens, cortficates: and ve and as requred by the Seeurity Trustee and make, fumish and inlimation from time to tim infact onssary dacumens 1 give eect tothe security under the Deed of Hypotheeation 10, Agsets io be unenoumbered The Asswis are and Will at all times be the absolute property of the Hypothceator at the sole 1d subject > the charges crealed and/or to be created with the disposal of the Hypothecator an speci permussion of the Sceurity Trustee and the ‘Lenders in writing, be tree fram any charge, 3 se Lirfted For RRPR Holding PIN? etl iC on gfnist. pledge. tien, claim or encumbrance and as to future goods / assets the same shall likewise be uneneumbered, absolute and disposable property of the Hypothecator with full power of dispasition over the same, The Hypothecator shall not compound or release any of the book debts nor do anything whereby the recovery of the same may be impeded, delayed or prevented \sithou the agproval of the Security ‘Trustee. 1. Exsceution of other deeds, ete. The Hypothecator shall exceute such other deeds or documents as may be required by the Security Imustec to further perfect, protect andor enforce the security ereated under the Decd of Hypotheeation. Noliabiliy Securily Trustee und the Lenders shall not be under any liability whatsoever towards the ypothecator or my other person for any loss or damage to the Assets trom or in whatever couse ‘or manner arising whether such Assets shall be in the possession of the Security Trustee and/or she Lenders or no! at the time of such loss or damage or the happening of the cause thereo!. The Llypetheeator shall at all times indemnify and keep indemnified the Lenders and the Security Irustew [rom and against al! suits, proceedings, costs, charges, claims and demands whatsoever that may at uny time arise or be brought or made by any person against the Security Trustee suxtur the Lenders in respect of any acts, matters and things lawfully done or caused to be done by the Security ‘Trustee andior the Lenders in connection with the Assets or in pursuance of the Fuhts and power of the Security Trustee and/or the Lenders under the Deed of Hypothecation, the Facility Agreement and /or the other “ransaction Documents, 18 Display of marks he Uypoilecator shall display’mark the Security Trustee”s name on the factories, premises, downs and other places where the Assets and / or all documents / records in respect thereof are siored/keptinstalled/used/Iying, indicatirg that such Assets are hypothecated to the Security Trustee \4. Joint and several liability In sae these are more than one Hypoticeater, cach of the Hypothesator shall be jointly and severally liable fo the Bank for performarce of all obligations under the Deed of Hypotheeation, cerabili , Any provision o ypothecation, which is prohibited or unentforceeble in any jurisdiction. shall, ay to such jurisdiction, be ineffective to the extent of prohibition o: Uunenioreeabiluy but that shell roi invalidate the remaining provisions of the Deed of Hypothecation or effet such provision inany other jurisdiction, 16, Sets off & Lien The Lenders shall be entitled to sof? the deposits of any kind and nature (including fined cposits) heldrbalaaces lying in any aceounis of the Hypotheeator and on any monies. securities honds and all other asscis, documents ard propertics held by/under the control of the Lenders (sshether by way of security or otherwise pursuant to any Contract enteredito be entered into by 4 For RRPR Holding Private Linfted | Seria louse cer WO oithe livpotheeator in aay eapacity) to the oxtent of ali outstanding dues, whatsoever, ansing a8 a result of any of the Lenders’ services exterded t0 and/or used by the Hypothecator andlor as a Fesull OF any other facilities that may be granted (in any other capacity) by the Lenders to the Hypotheeator. {n waition to the wbove meniioned right or any other tight which the Lenders and/or the Seeuity ‘rusiee may at any time be entitled wheter by operstion of law, contract or otherwise, the |Ispothecator authorises the Lenders and the Security Trustee : (A) io sell or dispose otf any at ihe Lpotiesator’s securities or properties held by the Lenders and/or the Security Taustes by jsp ol public or private sale or assignment or in any other mnanner waatsvever without having to institute aay judiesal proceeding whatsoever and retairvappropriate from the proceeds derived there from the total amounts outstanding to the Lenders from the Borrower, including costs and Expenses in connection with such sale / disposal /transfer/ assignment; aud (b) in ease of cross currency set-off, to convert an obligation in one currency 19 another cumency al a rate letcunined a the sole discretion of the Lenders, 17, snment ‘se Uypothecator shall not assign or transfer all or any of its rights, benefits 07 obligations under the Deed of Hypothecation, The Security Trustee may, a any time, assign, secutilise, novate, swansler oF dispose of all or any of its rights, benefits, and obligations under the Deed of HIypotieeation in any manner iwhatsuever without the consent of the Hypotheeator. 18, Other provisions () The Llypotheeator represents and warrants that: (3) The Hypotheester has the competence and power to execute the Deed of Hypothecation; \b) The Tlypotheeator has done all acts, conditions and things required 10 be done, fulfilled or perlormed, and all authorisations required or essential for the execution of the Deed of Liypothceatian or for the peiformance of the Hypothecator’s obligations in tennis of and undet the Deed of Hypothecation have been done, fulfilled, obtained, effected and performed and are in {ull Zorce and effect and no such authorisation has been, or is threatened to be, revoked or cancelled: (w) The Deed of Hypothecation has been duly and validly executed by the Hypothecator or on behalf oF the Hypothecator and the Deed of Hypothecation constitutes legal, valid and binding, obligations of the Hypothecator, (a) The entry into, delivery and performance by the Hypothecator of, ard the tmnsections contemplated by, the Deed of Hypothecation do not and will not conflict: (i) with any law; (ii) with the constitutional documents, if any, of the Hypothecater; ot (ii) with any decument which is binding upon the Hy pothecator or on any of its assets; |c} All amounts payable ky the Hypothecator under the Deed of Hypothecation will be made free of end without deduction / withholding for or on account of any 1ax ot levy anu without nd el ny seiol U1i) To the exieot applicable, the execution: o1 entering into by the Hypotheestor of the Deed of Hypothecation constitutes, and performance of its obligations under the Deed of Hypothecativ will Koustiute, private anc commercial acts done and perfurmed for private and commercial purposes: (13) Uhe Hypotheeator is not, will net be entitled to, and will not claim immunity for Is For RRPR Holding Private Lined at { Neo Directorconditions as the Lenders and/or the Security Trustez may deem fit and this may be treated as a standing and continuing conser for each and every individual act of transfer, mortgage, release or lease of eny of such assets uf the Borrower. No separate conscnt for each such transfer, mnorigeye, telease of lease any of such assets would be necessary in future. The Borower will be ftee to avail of further loan(s) or other facilities from the Lenders or any other person in uddition to the Facility andior to secure the same duriag the subsistence of the Deed of Hypothecetion und in that event the security herein contained will not be affected or Vitiaied in any way whatsoever but will remain in full Torce and effect and binding on the {ypothecalor , | be eights of the Lenders and the Security ‘Trustee against the Hypothecator shall remain in full ec ard effect notwithstanding any arangement’ which may be reached between the Lender/ihe Securiiy ‘Trustee and the other sccurity providers, if any, of notwithstanding the release of that olier(s) ftom liability and notwithstanding that a any time after the Deed of iy the other security providers may cease for any reason whatsoever to be liable to ihe Security Trustee and/or the Lendets and :he Security Trustee shall be at liberty to require the perliormance by the Hypoihecator of its obligations under the Deed of Hypothecation to the sume respeets as if the Hypothecator fad at all times been solely liable to perform the said extent ina obliga the ypothecotor shall not in the event of Fquidation / insolveney of the Borrower prove in competition with the Lenders/ihe Security Trustee in the liquidation / insolvency proceedings. |\ centificate in writing signed by a duly authorised official of the Security Trustee shall be Concuusive evidence of the amount for the sime being éue to the Lenders and/or the Security rasige from the Rorrower and/or the Hypothecator in aay action or proceeding brought for cnlorement of security ereated under the Deed of Hypotheation. he Deed of Hypothecation shall not be wholly or partially satisfied or exhausted by any payments made (o or seitled with the Lenders by the Borroiver and shall be valid und binding on the llypothecator and operative until repaymeaupayiment in full of all moneys duc to the Lendersithe Security Trustee in respect of the Facility under the Facility Agreement and/or the iher /ransaction Documents and termination of the Facility Agreement Jine security ercated under the Deed of Hypethecation shall not be affected by : (i) any change in tng constitution oF winding up of the Borzowerthe Hypothecatot or any absorption, merper or simalgumation of the Bortower'the Hypothecator with any other company, corporation or Guncern: or (i) any change in the management of the Borrowerithe Hypothecator or lake over of the management of the Borrowerithe Hypotheestor by Central or Slate Government or by any ther authority; oF (ii) acquisition of nationaisation of the Borrower/the Hypothecator and/or of tiny of iis urdertaking(s) pursuant to any iw: or (iv) any change in the constitution of the Tenders andor the Security ‘Trustee: or (©) bankruptey/insolvency/death’winding up ef the catarithe Borrower. or (vi) the absence of deficiency of powers on the par of the ive yuarantees anor indemnities or any irregularity in the exercise of such Hypathe Uypothecator €0 i jd b For RRPRHotSINg Private vet : th J ectitself’ o7 any of its assets from suit, execution, attachment or other legal process in any jpreecedings in relation to the Deed of Hypohceation; (y) Fscept tw the extent disclosed te the Secarity Trustee, ro litigation, arbitration, administrative of aler proceedings aze pending or threstened against the Hypothceaior cr its assets, which, if uvensely determined, might have a Materia Adverse Effeet; (hy All information communicated to or supplied by or on behalf of the Hypothecator to the Security Trustee frum time lo time in a form and manner acceptable to the Security Trustee, are Ure and fair correct and complete in all respects as on the date on which it was eommuniceted or supplied (ii) Nothing bas occurred since thedate of communication or supply of any information \o the Securily Trustee, which renders such information untrue or misieading in any respect The Lenders shall have full liberty, without notice to the Hypotheeator and without in any way allecting the Deed of Hypothecation, to exercise at any time and in any manner any power or powers reserved to the Lenders under the Facility Agreement and/or the other ‘Transaction Documents, te enforce oF forbear to enfowe payment oF the Facility or any part thereof or interest oF other moneys due to the Lenders from the Borrower or any of the remedies or securities available to the Lenders/the Security Trustee, to enter into any composition or compound with oF to grant time or any other indulgence or (acility to the Borrower, 10 give ¢ rani temporary or extra overdrafts or other advances / credit facilities 10 the Borrower and 10 appropriate payments made te it by the Borrower towards repayment / payment of such uverdrans / advances / credit facifties from time 1 time and the Hypothecator shall not be ‘nvitled to question such appropriation or to require the Lenders to appropriate such payments. towards previous disbursels under the Facility so as to reduce the liability of the Hypothecetor Under the Deed of Hypothecation on account of eny such payments AND the Hypothecator shall nu be released by the exercise by the Lenders of their fiberty in regard to the matters referred t0 above or by any act or omission on the part of the Lenders or by any other matter or thing whatsoever which unger the law relating to sureties would but for this provision have the effect su releasing the Hypothecator AND the Hypothecator waives in favour of the Lendersithe Security Trusice so far as may be necessary 19 give effect to any of the provisions of the Deed of Liypotticcation, all rights which the Hypothecator might otnerwise be entitled to enforce. The Iiypothecator will not be entitted ta the benefit of subrogation vis-a-vis securities or otherwise until all the monies due to the Lenders aud’or the Sceurity Trustee under the Transaction Documents are fully repaid / pald Ihe Deed of Hypothecation shall be enforceable against the Hypothecator notwithstanding that ny post dated cheques. negotiable instrumcnis, security(ties) comprised in any instrument(s) executeil oF to be executed in favour of the Lenders/the Security Trustee shall, ai the time when the proceedings are tken ageinst the Hypothesator on the Deed of Hypothecation, be outstanding or unrealised or lost The Hypathecator gives consent to the sale, rortgage on prior, pari-passu or subsequent charge basis. release ete .of any of the ussets by the Borrower ftom time to time as may be approved by the I eders and/or the Security Trustee othe transfer of any of the assets of the Borrower from ‘on unit to the other or to the release oF lease out by the Lenders and/or the Security Trustee of aang or whole of the assets charged to the Lenders andlo: the Security Trustee on such terms andpowers. ‘The Hypothecator underwket not 10 revoke the Deed of Hypothecation during the subsistence of the Facility Agreement Any admission or acknowledgement in writing given or any part payment made by the Borrower in respect of the Facility shall be binding on the Hypothecator and shall be treated as given on behall Of the Hypothecator also. the Deed of Hypothecation is in additien to and not by Way of limitation of or substitution for, ans other securities that the Hypothecater may have previously created or may hereafter eteate in favuur of the Lendera/the Scourity Trustee (whether alone or jointly with other parties) and the Devd of Hypothecation shall not revoke or limit any such other securities. Any notice under the Deed of Hypothccation shall be sufficiently given if sent by post to or leit 4 the last known address of the Hypothecetor and such notice shall be assumed to have reached the addressee in the course of post, if given by post and in proving such notice when sent by post it shall be sufficiently proved that the envelope comiaining the notice was posted and a certificate by any official of the Security Trustee that 10 the best of its knowledge and belief, the envelope onlitininy the said notice was 50 posted shall be conclusive as against the Hypothecator, even out it way retumed unserved on account of refusal of the Hypothecator or otherwise, tne Deed of Ilypothecation shall be imevocable and the obligations of the Hypothecator hereunder shall aot be conditional on the receipt of any prior notice by the Hypothecator or by Une Borrower and the demand or notice ty the Lenders and/or the Security Trustee as provided ‘above shall be sutficient notice to or demand on the Hypothecstor. the Deed of Hypothecation shall be governed by and construed in accordance with the laws of India Any legal action or procesdings arising out of the Deed of Hypothecation may be brougint by the Secuniy Trustee, in ils absolute discretion, in any competent court, tribunal or other appropriate Forum having jurisdiction Ihe Lenders andlor the Sceusity Trustee shall, as the Lenders and/or the Security Trustee may deem appropriate and necessary, be entited to disclose all or any: (i) information and data relating to the Hypothecator; (ii) information or data relating to Deed of Hypothecation or any mised by the Hypoihecstor in favour of the Lenders/ihe Security Trustee: (ii) viher securities f obligations assumed / to be assumed by the Hypothecator in relation to the Facility under t Deed of Hypethecation or any other seeurty furnished by the Hypothecator for any other credit lavility granted / 1@ be granted by the Lenders; (iv) default, if any, committed by the Hypothecator in discharge of the aforesad obligations, to Credit Information Bureau (India) Lniwed (“CIBIL") and any other agency authorised in this behalf by RBI; (0) CIBIL and/or any other agency so authorised may use, process the aloresaid information and stata disclosed by the Lenders in the manne as deemed Ft by them; (C1 CIBIL and / or any other agency 50 awhorised may furnish fer consideration, the provessed {ntormavion and dats er products thereof prepared by them, to the Lenders / linancial institutions «and other credit geantors or registered users as may be specified by RBI in this behali; ited, For RRPR: Holding Private Lim! Lo : vye V : ¥v()) the information and data furnished by the Hypothecator to the Lendlers/the Security Trustee Irom time 10 time shall be trac and correct, \o delay: in exercising or omission to exercise any right, power or remedy averuing/avsilable to the Secutily ‘Trustee upon any defaull or otherwise under the Deed of Hypothecation or any other Tansaciion Documents shall impair or prejudice any auch right, power or remedy or shall be construed to be 4 waiver thereof or any acquiescence therein and any single or partial exereise of diny right, power or remedy hereunder shall rot preclie the further exercise thereo? and every vial and semedy of the Security Trustee shall continue in full force and effect until such right, power of remedy is specifically waived by en instrument in writing executed by the Secuity Trustee Notwithstanding any of the provisions of the indian Contract Act, 1872 or any other applicable Taw, of any terms and conditions to the contrary contained in the Facility Agreement and/or the Gueranteelthe other Transaction Documents, the Lenders may, a their absolue discretion, approprate any payments made by the Borower and/or the Hypothecalor and any amounts realised by the Lenderw/the Sceurity Trustee by enforcement of security or otherwise, iowards the ‘ues payable by the Borrower to the Lenders and/or the Security Trustec under the Transaction Decamwa's and/or any other agreements whasoever between the Borrower and the Lenders and in any manner whatsoever. 19, Provisions relating 9 company In cage the Hypetheeator is a company: The lollowing representations, wacrants, conf Hy potheeator ay No change whatsoever in the constitution of the company during the continuance / validity of the Deed of llypothccation and the other Trensaetion Documents shall impair or discharge the Usligetions of the Hypothecator under the Deed of Hypothecation and the other Transaction documents. {b) The Hypothecator shall, inform ihe Sceurity Trustee of the change and provide such det tis elect. ay may be required by the Security “Trustee. te) The llypothecetor shall furnish beasd reschutions as also resolutions under Section 372(A) of the Companies Act, 1956 to the Security Instee In relation to the Deed of Hypothecation and the other transaction Documents firmations and undertakings are made by the fonhwith upon any change in the constitution of the Hypothecator, Js in respect of the change and )# fits Casale esas) o4qpoll Response to questionnaire to Dr. Roy Te yvesiabasuggra! eu seers Dr Roy Se, Roy ard ARPR nat 2 espn ‘ys caer ane ant yor pnd ibe eg dame Moreves sb fides aftr cons. last tie yousstads eI (ly di cet wl a2 9g fo eae wah yo hu ergs your mee ese the & ovingaresome capes uur ky bebusise ats ‘he Say Gann sy te promot rt ans ii Nady ans tons, De 4 sere Silay Gaui 33 sore bes wee Re TEiucthare beeen proms a! son TEES tenes pete Hy, wt pono SEED pest. nin ds ste, AD Bes TEAL gino eee at ere or We deobre the aoarees af jour uss, Oe case sata m ley Seed") Sindy Gt => alo) was eral unto Be pro cae yo kw ask 0 ro, ae BU ty cba gh extongs and sh EER abou pity Gees) remot ne sa fon a of 8 wel i hese a The Stevay Cardes be The Sud Ganka woes atta Ds depen an done Jat te ben sfosk NDTV Rub one ain The 1K tov adie vchieg awe do te cog NDTV seu yowean prone and Oe corpo? Moreover, evens i Auth He Sava) Qidawhich Be te babaer pamvulantravih de ACC Shae) aD es hs NDTV adh paris Holgi buy ack ars” wall cane ashy ‘Te jones, Panay Koy, Rosa Rey 26 jean opm as tty by SEDI ols Te pateof Rs pe aed gro a shy nasa a my eel ees has’, abe, Onn ie Deli He NDT Ws. H. Akhar & Ore ok @ gt | amggreleone | ss bbas fo war qususike set ts of nebisur Blof bah, apple jours: we, yon Yer caret aie 50 we abit the bale bane aS iowa ve gusioes you bd ated. We espod, te etn ene tee of arse an th os IRS 205 er ae es why they dt ay Shay eset wan 4 ads nee at RENO. Sy gory. Thee ay obs suas ay vay. Wee ae op std Uf mer Tho ses bly te Tarts os ge? SEDI ru al bleh so (us Toe Susdey Oued wa fins, Page could you De a epee jus sare eapinleane fern wt wie 8S {Ces (sce dene + 1 Sus fara Agi ess letia Sats Qiy 8 Gall -Respon 'o qvestlenrare te Or. Roy pe never recalled te loan. Itdili't need to - because the value ofthe securty was always greater than the k. given by Inds Bull Shc — +The Sunday Guarding waite 8S ICTCL FTE UE PTOMe_ a an ever though the *coltcral was far aucciein he eiwurl oTThs ban Fake. Te prommlers colbtcral was Rs. 470 erores (30614739 shares » ‘V@_Rs_118.67 per share) while the loan was under Rs. 350 crores. The Sunday Guardian seems to P ipomely bret caleubte the abe of tre sres ofall dee entities of the promoters and mistaken Tony takes ore of ihe duce promoters RRPR Easy to check - shoddy and wmpnvated joumsismn +The Sunday Guoriian suggests that tere is sorethrg wrong in seling stares above the c= valuc of the shares -" NDTV fmagire [row seld] shares representing 2 fice vate of Rs 10, were sold at Rs 776" We would Ike to ask The Sunday Guardian What is the rebtonship benveen the face val of 2 share end fs muzket price? Every single slnre inthe stack market has fice value of 5 ar 10, but trades neal sors of wes, An Infosys share Ins 4 fice vahe of Rs 1 but has a market vale of Rs 3000. Noodles to say al he tansacrcns were made ot Market value prices negotiated wih reputed third partiss. Moreover, al/chese veluss and prices were: publely dechred at every stage to the exchanges and to the media, All you have to. do to verify sto do a Googk search. such high presium objained by these shares bas not shares, on the other hand, are slipping eveii further, are sold at, the better tis for ¢NDTV benefited from the bit owphe Sunday Gusrdian writes " THe benefit of reacted the Indian imvestors in the edmpery. NDTV ing." False, Obviously, the tigher the prices that shares Sincerely Luba & Lue Ofives yTO TAP SHAREHOLDERS OF RRPR HOLDING PRIVATE LIMITED Notice is hereby given that (he Annual General Meeting af the shareholders of RRPR Holding Pvt, Lid will be held ai tie Registered Office of the Compeny at £-186, Basement, Greater Kailash-I, New Delhi- 110-048 on 30.09.2011 at 11:00 how's to transact die Pollowing business: ORDINARY BUSINESS: ‘To Consider and adopt the audited balance sheet & Profit & less eceouint «sat 1 31.03.2011 together with the Directors’ Report thereon. 2. Toappoint Auditors and fix their remuneration end in this conection to pass with ‘o: without modification, the Sollowing as an Ordinary Resolution. “Resolved That N/5 Rahul Supoor & Associates,, Chartered Avcountants, New Delhi, are being appointed as Auditors of the Company to hold office from the conclusion of this Annual enerel Meeting until the conclusion of the next Annual General Meeting of he Company and the Board of Directors be snd is hereby authorized to fix theierenuneration for the said period.” For & On bebalfof the Board of Directors sur Sar Place: New Delhi De Prannoy Roy Mrs, Radhika Roy Wireetor) (Wirecior) Date: U1 Sepientber 2011 Notes! {A member entitled to attend and vote at the meeting is entitled 19 appoint a proxy io anend wid voie instead of himself acd a proay need not be a member of ihe Droaies. in order to be effective must be received by the company net company fess than 48 liurs betore the Meeting.@ RRPR HOLDING PRIVATE LIMITED F-186,Basement,Greater Kailash-1, New Delhi-110048 DIRECTORS" REPORT TOTHE MEMBERS, Your directors have pleasure in preteating the Annual Report on the business and operation of the company and the atdited statement of ascaunts for the year ended _ 31.03.2011 1, FINANCIAL RESULTS (Amount in Rupees) 7 Year Ended 3132011 (a) Turnover (including other income) NIL. 541.078 (b)_ Profit (Loss) before Depreciation (697,782) 4700s (6). Less : Depreciation NIL NiL (@)_ Profit (Loss) before taxation (597,782) 417,005 (@). Less : Provision far Tax NIL NIL (Profit ALoss) after Tax (597,782) 417,005 (671,189,746) | (670,581,963) | (g) Balance nansferned (0 Reserves Las 1 piyIpE “The Directors of your company do not recommend any dividend for the year 2. DIRECTORS De. Pranaay Roy and Mrs. Radhika Ray continue to hud as dizectors oF the company.3. DEPOSITS “Tue Company has nat acceyted! renewed any cepesits during the year 4 aupyroRs Mis Rahul Kapoor & Associates, Chartered! Accountants, retice | General Mesting and being eligible offer as aualitors at the conelusion of this Arnel themselves for reappointment AUDITORS REPORT ort at the Accounts is self-explanatory. The observatiors of # The Auditors Rep “Auditors are explained wherever nevessery, in the notes to the accounts © BARTICULARS OF EMPLOYEES red under section 217 (2A) of the Companies Potticulers of employees as requir ees) Rules, (975, a5 Particulars of emp Act, 1956 read with the Companies w amended from tine 10 time are nol required as there is no employee drassing she salary according 10 the limits 7. FOREIGN EXCHANGE EARNING & OULGO. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION a) Duriug the year, the Company di not anake or eat any’ psy ment reseribed under said section Foreign Exeiange. sautar efforts by Our Company ts nor av energy intensive unit, however ure made to conserve ener eh Research & Development: The Company did not have ary artivity during the year § DIRECTORS: RESPONSIBLY STATEMENT: ursuatt to the provisions of section 2(7-@AA) of the Compasies the Directe:s of your company cuntiien eee »1. hat in the preparation of anna! assourts, the appficable accountng standards have been fo lowed along with proper explanation relating 1° wnateriel departures red such acconnting policies and applied them 2. that the Directors had sceet 2) estimates that are reasonable nnd consistently amd made judgments a of the state of altaire of the prudent so as to give ¢ ene and fai view Compaiy at che end of the Financial year ant of the pravil or 1958 of tke Company for that perioc; seen proper and saffcient eare forthe maintenance thet the Directors had tal of adequate accounting records in azcondance with the provisions of this ‘Act for safeguarding the assets of the Company and “or preventing and alarties; detecting fraud and other irtez pared the anual accounts on a goin concert 4, that the Directors had ore basis 9, ACKNOWLEDGMENT Your directors wish to vetord their appreciation for te valuable. services rendered by the employers of the company x all levels ‘Your directors also wish tc acknowledge the co- operation and help of banks, all customers and supplies For and on behalf of the Board of Direciors su sa Dr. Prannoy Roy (Wirestor) Pinge: New Delhi ‘Mrs. Radhika Roy (Director) Pate: O1 September 2011 Spencer Tease eae‘AUDITORS’ RE2ORT TO THE MEMBERS OF RRPR HOLDING PRIVATE LIM'TED ‘yie hove audited the atlaoned Balance Sree Of APR Hotaing Private Limited, a$ al March 3° re peed the rlsted Prof ari Loss AZO oF BRP fpwr datement for re year onde on tat Prof arm eave signed under reference 10 1S er These Bnancial date annexed thera date nis are we responsibilty af fhe COMPSEY mi agomant, Our respansiiy Is © expect = saterivgn tneee inane atakemants bared on OF audi. wo conducted our auatin accordance with the acer standards generally aecepted in nda. Tose We atid equi that we plan and pertrn Me dt Spetan reasonabie assurance abou: weet Stertineal eiatements ae free of macidl Ma mnt, An aug includes examining, on, 8 16S tre pmgvidence supparing the amounts °° a args athe fnanciah statements. AY aud! 36D rcudes assessing the accourting pr oases gnifeant estimates made dy Manageme? aac ag evaluaing the overall franca! Hes ment presentation, We believe that Ouf ALC NO ides a roasonable basis for our opinion ‘as required by the Companies (Aud report) Order, 2003, a5 amended by fhe Companies aS a's Ropar) Amendment) Order,“ port ee celta Goverinert of ola IMS Of ate Oeton (28) of Soin 227 of TRE COMET TE re of india (Be 'Act) are on the basis of Sut eT oft books and cecords # the CSR ‘gene considered appropriate aid accor hotraton and explanations gues 10 us WE futher cepot tnat 4), (8) Te Company has not Oraries fy Jans to the persons who are covered in Me register aintgined urder Secton 301 ofthe Aut nas not token any pans szcured or uncocired Fore companies, firms or oer 27 earned under Saction 207 ofthe AC! exC2F! 27 unsecured dirgctor as on 31.03.2074 {b) The Compacy inarties covered in the regit Moan of RS. 1,172,957, 083" fom to ‘he information and explanations given © 3° there are 70 te echon 301 of I Act that eet centered in the pat sewion, axceot as mentioned Mee i) our opinion and according Roptracts or avrangements ree! cor requred to bo maintained wn deposis torn tne puri win dhe meaning oF sections 584 rag at ameated 3H there under Ihe Act and the rules rans jij, The Con pat and SAK ry sock exchange or the BaiaP capital and roserves at al he eeergad Rupees Fifly Liles oF We ova annual ately preceding te firancial Year Fe uf the Companies (Auster § it) (Amendment) Order i, As ye eompany ie ratlisted 09 2 A Mipotemert af fe franclal 23 corn ot a perud of three consecutte financial: Ba not exceed Rupees Five Ceres Se) Order, 2003, 05 ercerded the Comparies (Audtore Raper Report) x opal tote comwany fore ccurerit yee ‘he Cental Govomment of Indl REY HEL prescribed the maintensrce of 20¢t records under et ieetpet tr any ou product of a Cera! a The oi of sub-section (1) of Secon 2 planations given te us are t ee Gumpany bs gereraiy taper U) ar ajucuia ara proietin te Sr oe aastoras duly. ex CHE ‘applicabie wen 18 vp, (a) Aseoeting to the infouneticn and &% fcemrited by us, i oot caaien Riding provident far, iv alesse, woah 126, 92t¥i Sige hat than income-ax Cues #2 Cndiputed statutory dt tetoyees! state insucan cand other malarial Suton UNappropiate authories. Furrer, Mere ar ma material amounis due fora pera! of rors thet ssi months as al March 31, 2014 {) According tothe information end explanations given to us and ine records of the comeary ‘(Romined by us, there are ne dues of income-tax, sales lax, wealth tax, Service tam customs Soy” excise duty and cous which have nol been deposited on account of any aspute fed of not less than five years and ts aucumulsted vi). The company has been registered for «perk eames ating tnd ef the nancial yesr ave Re. 67,11,80,746/- which ws not less than tly perce of eee ath. Tha compar has ncurred cush lozace of Fs. 5,07,762!- curing the yeat, butit has damned proft of Rs 4 17,005/- during the franctal year 200310. ‘omipany examined by us and the Jnformaiion and explanation vty. According 4e the reconis of the C outed in repayment of dues to any frrancial Insttislon or given tu us, the Company has rot def Bank as at tne balance sheet eats, The Company has net granted ary loans and edvances on the basis of eocusly by way of pleas of shares, daheniures and ather secuties, x). The provisions of any epecial statute apical fo chi fund / igh mutual tenet furd/secietien are not applicable fo the Compary Company (s rot a dealer or trader in shares, securities, debentures x). fh our opinion, the and other investrents mation and explanations given to us, the Compary has J. our opinion, and according to the infor ‘torn banks oF finaneat institutions during tne jo! Qven any guarantee for loare taken ty others year xi balance shest of the Company. in our opinion and xsi). On the besis ef an overall examhatien of the ere are no funds raised on a short ‘gevording to the information and explanatons given to us, the Seon bouts whish have been use for long-term investment xw).The Gampeny hes not made sry referential allotment af ares 1 parties and companies 101 of he Act during the year. ‘Covered in the register maniained under Section 3 sev. Tha Company has nct raised any money by public issues curing the yea ‘of cur examiraton of te bocks anc records of te Compary, caniad ou i? very accepied auditing pracices in inda, and according to 08 Swe Have neither come ac‘oss ary instance of frac On fined of any Such xv}.During the course accordance with the ¢ information ard exglanations given teu ear Company, nolced of reperted during the year, nor have we been int case by the managemert. the Companias (Auditor's Repor!) fmendment| Oreer, 2008.re wi) The otuer ctmucos, (i wh, and (ax) Of paragrann & oh pinion thare is na Tar 2005. aa amended by ihe Companies (Auditors Report) (% or able In he case of the Company forthe curant yea", sInc# In our of a hich arses lo be reported in the aforesaid orter somments i paraereph 3 above, we report that: information and explanations, whieh to the best of our Kao. the purposes of our aut: 4 Further to our: widge ar We nave obtained al the pallet were nezessary for ks of aicount as requitéd by law have Leen kept 0 ‘of tose Douks. @ () nour opinion, prope! b> the Cempanny £0 fer ts spears fren our examination is pert aia in agrecnnent with sat dzelt sith by th {The Balance Sheet and Profit and Loss Aucou the books of account (a)i and Loss Acoount dealt with by this «epar comely (2) In ou opinion, the Balanse Sheot and Prot “ub-seetion (3.3) of Seciien 211 of the Act with the accounting standards referred (0 Astions reesived ftom the directors, as on March 31, 2011 nut Firectors, mane of the diecters is dsqueliice a5 on Warch 31. isetor in terms of clause (g) of sub-section (1) cf Section 274 of (@) On the basio of writan reposent taken on record by the Board 6! 2017 srava being appointed as 9 the Act (f lmur opinion and te the bes! o ur ounation and accoring te the exalanaons given (65 the coi nanoiel statements together wih the nuics thereon and atached! thereto, give in the greserbod manner lh informatio requited by the Act ant gue w Ue and Tar view in contormty hin the accounting puinciples gereraly accepted in india: li) intre case of ne Batence Sheet, ofthe state of afar ofthe Company as at March 31,2011; ji) in he case ef the Proft and Loss Accaunt, ofthe fss for tne year ended on that date: and {ii In the case of the cash fow statements of he cash flaws forthe year ended on that date NU Rahul Kepeor and Assocates Chartered Accountants, 30 Rahul Kapoor FCA Membershia Number 083760 For and an behalf of Chartered Accountants Place: New Celh Dated September 01,2011RRP HOLDING PRIVATE, EEE ED BALANCE SHEET AS AT 3197 MARCH, 2911 mane pts) iss at asat scueour yuggot 2H souRcs oF FUNDS 1 Sheers Fed Ss Cal 1 snag0 toon i Vande ere 2 sowstea — 4u9AI09 rorat Tapes ROI arruieaTion oF FUNDS 1 testi 3 vasamarr — 94n06377 2 Caveats baum & Ades (Gang BokENe ' 388 02's tritaar& advange : aera ol peer Ee 5. tas Cures tbe & Pravin area La wwe) 4B) _—T a es Cet iets A= BD a8hsn7 enun986 44. Proficamd Less Accomm eee rota igri Ascouna Pals 7 esto the Ase88 -treannesed suet wel aa forint partoraiesstane shen ee Bese Set reed maureen Jor shal Kear © ABSIEHLE ore ling Prive Lined Cheteed Ad 30 $0 pe eR i army Rov FCA (Drees! Mae New Del aue2a!so ee RRPR HOLDING [pe VvATE LIMITED aes in rte) Sohedale= 1 srigne cae sug320l jz aurronise ro 080 ai ona ant guy Shar of 1910 es _ oe issue gupscamED A PAID | Tur shire of R12 enc olypuL AF aoe royeor rowers Wie Tao @nsecumeD LDsy Ling Team aun bra B30 Lean ean Duss out) nyesyMents Del Fees Li! 1.13958 ses. Ce ae ‘Toa (s) {casits psNK BALANCE ote wishes Bek “or ho} poss apsancis at 4.038510.000 ws ——a SE Aso sig3.ane segve TEEN Asn s000 Sobotate-2 31 ns000 ors 20000 1733108 Then Scheie 3995236.377 aT Sebel 4 Asoo 10.208 Les 98280 Tasos Siete 5 asa saat sawsRPR HOLDING PRIVATE LM TED anwuntin tapes Seed -6 Aro Aves ge Suny Cres Oe! Lesiines “Tol ats)RRPR Holding Private Limited Schedules to the Accounts Schedule -7 B. Notes to Azcounts 1. The company was incorporated on August 19, 2005. 2. Based on the information available with the Company there are no amount due to Micro and ‘Smal Enterprises under tha Micro, Small and Medium Enterprises Development Act, 2005. Based on 2 legal opinion, the management is ofthe view tha: the Company does rot requirs registration as a Non Banking Financial Company (NBFC) with the Reserve Bens of Indie, 4. The metkat value of quoted investments as at March 31, 2011 is Rs 1,33,67,30 thousard (Rs7105 per share). In vew of the log torm potential of New Delhi Television Lanted. the Irenagement is of the opinion that the decine in the market value of investment is temporary and oes nol represent permenant diminution in the carrying valua of investments 5 Earnings/\Loss) per share (EPS) Deseription Yoar ended Year ended is March $1,2011__|_Rlarch 34, 2010 _| [ Profis(Lose) ettibulabie to Equity 657,782) 417005 ai Sharsholde's (RS) . Weighted a: erage number of 000 O00 i. equity shares outstancing during 2 the year (Nos) | Faasic Eamingi(Loss) per Eaully rl F7 Share (Rs. z a i? [ Noininal Value per share (Re) 10 0 ¢. Estimeted amount of contracts rerraining tobe executed on capital aoscurt, not provided for (net cf capital advances) NIL (Previouy year Ni} pe 7. Auditors Remuneration 2 (Amount in Re. [Padiculars ‘or the yeer ended | Forte year ended = March 34, 2014 March 31, 2010 age, - = 43,695 49,535. 8 Segment Reporting “The Company's main activity is to hald investinents in New Dots Tek y no separate reportable segment. levision Limited, enae there is9 Related Party Transactions LNames of related parties, where conirel exists or with whom transactions were carried out during the yeor and description of relationship 3s identified and certified ty the Company as per the - requltements of Accounting Standard — 18: Individuals having significant control and Key Management Personnel Dr Prannoy Roy Drestar and Promoter Shareholder ~ Radkika Roy Drestor and Promoter Shareholoer Company in which significant influence 's held by Key Management Personne! New Delhi Television Limited IL. Disclosure of Related Party Transactions: Dotals of transactions In the ordinary course of business for the year ended March 31, 2041 (Amount in Rs.‘000s) Company in which Total x S.No Nature of { MMticrship’ — | significant control and significant influence is os transaction Key Maiagement | held by Key Management i Personnel Personnel ir Purchase of Investment Baie of Investment si — = bi given to rectors! romoter 5 born neared n Company's jena e etalls of transactions in the ordinary course of business for the year ended March 21,2040 r . (Amount in Rs. ‘000s)_ + Ho! jature of Individuals having Company in which — [fotat Sttionchip? | slgnificantcontraland | significant influence fs e ' fengaction Key Manauement | held by Key Nanagenen personnel | Personnel ds iu irensse.ct yariss7 | 13,71,547 investment STAT | : = -—Bele of investment =; “ergata aT can given to i rectors! : - : romnater - - i | ae i jpenses incurred Company's : - z ~ aif _ ee =@) I, Amount due to/from related parties ‘Amount due to/from related parties as on March 31, 2011 (Amount in Rs.000's) ~ [Nature ofrélationship | _Individuals having or i in mpany In which ot ~ RSF" temacatate | pemetiname, | | Key Management — | held by Key Management Personnel _| Personnel le { = Dobitbalances outstanding as on 34 = March 2017 ie Outstanding Loan (net a — | Gredit balances 7 i: outstanding as on 31 March 2014 [Outstanding Payable TaaF — aT ‘Amount due to/from rolated parties as on March 34, 2010 (Amount in 93,0608) - Nature of relationship | __ Individuals having ‘Company in which 1 Iransaction ignificant concrol and | significant influence Is = Key Managenont | held by Key Management Personnel Personnel : i Debit balances ‘outstanding as on 34 2 | March 2010 = Outstanding Loan (Fel) : Credit balances zs outstanding as on 34 March 2010 : ‘Outstanding Payable Th2st = 17.257 16. The company has a potenti! labily towards ICICI Bank Led tothe tune of Re 1059.48, Ts rea ef A 15 crore. Loos : Sobity already appearing 1a the satunce shee! Of Fe Pre ET Nat balance Is Re, 129,46, 2} wheh shall be pat / payable & ICC Bans ts dao prisitl captalzaten of NDTY Linjled reaching oertsn milestone sper Ive ealterent dtgreerent with ICICI Benk Leited dated 06° August 2008 regrouped of reclassified wherever necessary to conform = 44, Figures of the previous year have been {o ihe eurcant years figuresAicict Bank 2 CRGDEL2008- 10/RAPROT a Date: August 7, 2008 To. RAPA Helting Private Limited 207, Othia industiiel Are, Phase - 1), New Delhi - 110020 Dear Sirs} /Madam. Sub:Financial assistance of Rs, 3,750.0 milion (“Fachiy'y granted. vide Facitity Agreement dated October1s, 2008 fer Rupee Term Loon > ‘ave hereby confirm thet the entire ereount due and payable by you in respect of the subject Facility has bean regal in fail, c it i Srinivasan V oan sa i oll, seyzemie Sr one. Stu eeartt rated ° ‘Gomplos, Mumbsal 21005 1 india ing cat Sond eG NOS ta anniek COH 3ce474 fiwast £ Limaktt 4 | | \G2 Pre AGA ee \ Taig . we roesse we 7 Per COL “Hl rAO,,| hastaLOAN AGREEMENT DATED 21" Joly 2009 DETWEEN VISHVAPRADHAN COMMERCIAL PRIVATE LIMITED AND RRPR HOLOING PRIVATE LIMITED AND PRANNOY ROY AND RADHIKA ROYOAD AGREEMENT spgrecmient”) iy wade on Min 21st day of Tay, 2009 AGREEMENT (hciematter he nity LOSS Kemcen diy Vitvaprauhan Commerdal Peat eg neorparated under the Companies its reghtered office at 2" Foe ‘Chitakoot™, Shreeram Mills Premises ved wo as tre (Lender Act 1956 and bavi Ganpatme Kadam Mark. se - 400013 Cereinatter rele sion shall. on jing wrersot. joceessoe snd 8H Worl, Munbs reer be repugnant te the context of mean} be deemed to vena) of the FIRST PART. und invchaite [ts > mated under the provisions of the 207, Greater Kailash, New O=Us » capression shall, unless ft be jude its suececions acd company. tneatpa siered office wt 0 “orruwer” which to mean end ine RAFK Holling Private Limited, 2 Companicy Act, T9Fe, having as fet TiODAE (Reveinafter referred to 05 the fepagnant te the cantest ag caning ME be deer permitted assigns) of the SECOND TART. acd a (1 MrPrannay Rey, son of Me PL Roy and residing ot B-207, Greater Kailash, New Debt > 1/0048. (hereimafler referred to as PR”, which expression? shall, unless it be repugnant fo the vistrators an permitied assigns) of subject or context thereof, include the THIRD PART, acd wife of Mr Prainoy Roy 3 Del: - 10088, (hereinséies sefemed to 9 subject or conzext mneref, include her heirs ) of tre FOURTH PART i heiss, executors, adm cesiding st 8-207, Greater Kailash, New RR", wctich expression shall, uniess it be ‘executors. administrators and Mrs Radhika Roy. repugnant to the permitted assigns) (PR and RR are collectively refereed 34 ME ” romoters*. The Lender, the Barower and the Hee caters are caltecively referred rot the “Parties ‘nd individually as 2"Party)- WHEREAS: forthe grant of 2 aan for the purpose specified vader nder has agreed to do. ‘The Borvower has approached the Lendzt A Clause 3 of the Agreement, which the Ih. The Lender is willing to make availanle 9 ht Boniower a loan of the principal amoual of Rs 350,00.00,000 (Rupees Thzce Huadeed and Filly ‘Crore only} (the “Loan™) upon such terms carditions ds appear tersinatic ROW THEREFORE IT IS AGREED AS FOLLOWS: 1 DEFINITION AND INTERPRETATION ing terms sed in this Agreement shall have the Unless repugnant (0 the context, the forte meanings respectively assigned 12 shen dited financial statements of the Borrower as at 1 March, 2009 and 30" June, 2009, profit the unoudited financial statements of Borrower for the period ending 5 ese statement for period ending 30° June, 2009 capes of which will be provided by the Promoter 10 te Lender upon the request ofthe Lender; sacepunts” means the aus 2008, accounts Date” means March 3!. i th ¢ @ce means any share spit bonus site, stock dividend, rights istue, buy bach (® Adjustment Event Tarcmraatie affecting Equity Securities and any other vanssction having cecapitalizstion oF f the effect of any of the forereine, cans (i) in the ease of may Subjset Person ‘ther than a natural Person. al retly of indirectly through one or mediate Persons, conirats, is conuolied by OF under common contro! with the Eubjoct Person. and (Hi) i the case of any SUBITE Person that Is a natural Person, any othe: Soni at ether directly or indirectly. eoateullet by 8 Subject Person of tat is a Relative Pera a cet Person. For the purpase of this deGiion, contro!” means (i) the power Srect the management and policies of aa ently Mehether through the ownership of voting iy shall \e capital, by contract or otherwise, ‘ond (ii 4 neon subsidiary company of any oni - treble Pe ubject Person”) ni satiate” of a Persan (ue * y otter Person that, either dir be deemed to be an Affiliate of Uiat entity 1 Bre! ee hiy 6 ce mews all laws, aefinance, statutes, tute consents, wien, 5. orders, decrees, injunctions. privileges, agreements ard .gmmental Authority having '¢ date hereof of as may be AK \ Applicable Law” licenses. permits, S7prO regulations, directions, notices, Jansdiction over the relevant matter as sue J rnended, modified, enacted or revoked from ovals, authors guidelines, circulars of any Gow hy are in effect as of the 1 titre 10 time hereafter. thorizations, consents and notifications mental authority or otherwise alia, Securities and Exchange porate authorizations 2s pprovals, pemissions, au ‘ents! Authority, regulatory or depart ‘als of the Reserve Bank of In Wf ary otice authority. or any £6: tre Promoters or the NDTV Group: “approvals” means all 9 sshether from any Govemm including, without limitation, appro Board of India, Stock Exchange a7 may be applicable to the Borrower, "! Musiness Day" means a. day (ether than a Saturday oF & Sunday) on which scheduled caasinefal banks are open for normal banking business in» Mumbai the Borrower as constituted from time 9 times “Call Option Agreement” mcans_ the call oplisn_sececinent berween Subhgaini Trading ll option agreement in this Agreement Private Limited and Borrower and references 0 shall mean the Call Option egreement relating to the Equity Shares of NDTY entered by the Borrower on or about the date hereol, “oars” means the board of directors of Charter Documents” nieans, collectively, the memorandum of association and articles of association of the Borrower, potize, coment, opproval, authorization, waiver, permit, grant “Consents” micas any ‘fiexe, exemption, order or registration, of, with or to any concession, agreement, license, €2r Person; means any kind of security interest of whatsoever nature. The terms “Eneumbranace™ be construed accordingly: “Encumber" and “Encumbered™ shalt “Equity Securities” means Equity Svares or instruments or securities coavenibie er exchangeable into Equity Shares of such Person “Equity Shares” means the ordinary full» paid-up equity shares, in ths issued and fully paid up equity share capital of 2 ‘ans, ue. as if all Equity Securities have been converted wt b “Equity Share Capital” shail Person, determined on a fully diluted & in accordance with cs . Ww. io i ee yesop ote ene cesaner EER! GP at of the Republic of India, whe Fy or other wbaivision Se india or ny minisy, OF mie commission under the ¢Defoute™ means DE exceudrente of -pveat of rumis Agreement: Clouse 13 of Governmental authority” means {hE Govern government OF 27 igiare, union tervite 1 un psurumentality. SB 65% seestimemt, bones SU y tne Government OF Ne Aepublic of India oF # dirccl OF fn oipalivision of any of EF Neb or controlled Uy the satay a ita sade iHO OF = ny court, Wibans! or judicial body by The Institute of chartered AS issued igh pronpuncernen cayain ORAL SRE ing principles af india and generally vceped i Wit, (OBST wl fine, and applied ov 3.60" stent basis praturity Date” sear ane date falling atthe cerns of 10 years from! ited, 8 comPaNY incorporated in India and having its Phase IH. New Dethi - 140020 and whose oNpTV" means New Deihi Television yexistered office at 207, hla Indussial Es ais shares are sted om she Stock Exchanges: expt Group” shall mesh NOTY and AMTiates of NDTYs proprietorship. unincorporated association. corporation, sompany: partnership. limited thority or trust oF NY commer entity of jadivideal, sole ody comporate: eavmenta persontsy” means HY yrincorporned ‘organization. ability company: joint verture, Gov organizations epatarive’ eons 3 folate defined in Session 6 e004 with Schedule 1A of the Companies Act, 1956: esrock Exenanges” means the BombsY stock Exchange Limited and the National Stock Exchange of India L's red and such OD Sree exchanges on which he Equity Secuncs of NDTV are listed: Gi) tre Call Option “Agreement and ‘ye andlor designated of such by the oeuments” means @ tris Agrecinert: ted from time coments lating tO the abo en dccuraen's may be gmended or SUPRIEMeA 5 to transfer, sells pypottecale. ereate & security interest iN OF sng o one rise), exCT AMET gift or wansfer bY ‘operation of place jn teust (vou seer ao ay ene ornbeamen ‘or otherwise deal iP, whether oF N00 Transfer" micatls Encumbranct 0. or in any other WAY voluntarily: hae LOAN the terms and conditions et out in this Agreement the «request, subject 19 Avance 10 the Borrower ‘ang the Borrower BETES {O porrow the Su Tce Hunares 208 Tiny Crore only) Coeing. He Loan). TRE Fonwithstanding anytth"S WSontrary in this Agreement the able on te Maturity DSI At the Borrow er nder agrees to lend 2dAUTHORISED PURPOSE The Worrewer shall uritize the Loan tw fe SICICT Bank Lirasted pursuant to 9 dated 117 Getober, 2008 cian Alienate | 7 | Tt evecuted between ICICE \ 1M for repayment foam agreement Dorrawer fun han) and the Borvotter 4 DRAWDOWN |} Within 2 Business Days from the date of fathtiment of all the conditions precedent 23 3<4 Out «ae Tower shall isaue to the Lender art trevorsDle notice wean in 2 ingle jause 9 of this Agreeren ake disbursement of the L under Ch Notice"), tequesting the CDraydows nsiallment Lender 10 at ns sole discretion within, 3 Business Days "if () the conditions precedent sei ov! dns, warrantics and covenants have Dect 1 rapeated on the Drawdown Date by Loan shall be disbursed by We Lender wet the Drawdown Notice CDrawdow® Date Giaune 9 have beer fulfilled, and (i all reoeesen Compliod with and would Be correct in 3B Fespesis ® Feferennce to ihe circumstances then exis!™s 42 The re hall be disbursed by the Lender 3y payment 20 the eredit of the bank account of the 33 The Loan st rower, Borrower as intimated by the Bo UTILIZATION OF THE LOAN rowards the Purpose. [ Without affecting the obligations of the Borrower in ary WAS the Lendec or any Person appointed by the Lender shal! have the Hight 6 nonitor and verify the utilization of the poet im accordance with this Agreaneat (proviced Hat the Lenders shall not be bound fo enquire as 12, or be responsible for, the use OF application of any funds advanced under the Loan) (@) The Borrower shall utilize the er Lean ealy © e) WARRANT AND OPTION convertible into Equity of the Borrower at the) reemnent, The Warrac! “he Borrower shall issue a convertible warrant (he “Warrant”, Shares aggregating te 99.99% of the fully diluted Equity Share Capita time of conversion, to the Lender immediatly epeh execution of this Agr Shall be sobject to the terms and conditions set Out In Scredute t Tre Leader shall have the right to purcha hheld by the Promoters at par vale ol ns st ve from the Promoters all the Equity Shares of ae] Boros se shases of NDT which will fnerease their G3 The Lender and its AfTiliates shall not percha Frniing inthe agaresate fo more than 26 persent of the paid up Equity Share Capital of NDTW swithout the consent of the ather Pasties, 1. REPAYMENT The Borrower shal! repay / PSY the balance oulstancing princips! asount of the Loan, if any. | Tee Rtaturiy, Dete together with all oite: monies payable by the Borrower under | agreement, after giving pri sien notice of 2: 4eas seven days to the Lender { In the event the Borrower sells, Transfers er disposes ef Equity Shares of NDTV under the ail sJes on end from the date first above written \ option agreements such sate proceeds stall be uillzed for repayment fe villized for any outer purpese EPPECTIVE DATE OF THE AGREEMENT at shall become biring ot the Pad ‘contiied in his Agrecment fF (1) all the monies duc end p’ J off to the sailsfaction ef the call xion agreements, is Agreement shall be in full force miyable by the Borrower under the Lender and (2) the exereise The Agee Notwithstanding anything and eflect til the later Transaction Documents arc fully of the call options in full under the CONDITIONS TRECEDENT ‘The Borrower shall be ented tw draw eon the Lown and the Lends shall disburse the Lean Seer upon (i) the Borrower performing all ts obligations anc undertakings under the otra t satistaciion of the conditions precedent set out in nis required to be made by the Borrower under this breach of any term, covenant, Agreement including Det Clause 9.2 below and any paym Agreement); (i) the Borzower and representation or warranty epntaine ‘Applicable Law and not resulting ia subjecting the Lender to any taxes, penalty oF lab br regulation, which law or regulation was nol in x having undertaken the following actions ia a form and the Fromoters not being fn inthis Agreement: end (il) such Loan being permized by any violation of any Agplieable Law or regulation and Zot lity under or pursuant to any Applicable Lew fect on the date hereo!. ‘the Borrower and the Promote substance satisfactory to the Lender: Execution of this Agreement and the Transaction Documents, duty stamped. in cach oe) ‘case in 9 form and substance satisfactory 10 the Lender. (&) Delivering a certificate of the Promoters, in e form and substance satisfactory to the Denes dat the representations and warranties made under Clause 10 ‘of the Agreement mee true and correct as of the E{fetive Date and the Drawdown Date. Z| to the satisfaction of Lender of ({) investment of USS Completion of the duc diligen coe ray NDTV Four aki Lind in NDTY Stdios Pivate Limited (1) oily to wansfer to NDTV.erd.utlise USS 85 Willen cither by merger of NDTV ” if | Bee IG sreale Cimited with NOTY or by any other method t0 the satisfaction of “x Sede rat tee financial poson xd lilies contingent or others of the fA sidied and unaudited accounts ofthe Borrower | (/ Borrawer (iv) submission of the I and (¥) aay other document required for Lender that the Loan of ICICI Dank shail stand fully claim whatseever on the Borrower the above purpose. ry satisfying he (@) The Promote dthat ICIC] Bank svall not have any discharged a" fteen lakhs sixty three thousand six hundred and eighty three only) equity shares of NDTV from Ihe Promoters 16 the Borrower such that upon such sale the Borrowe holds 1,63,05,404 (One crore sixty three lakhs five thousand four hundred and four oxy) Equity Shares of NDTV aggregating 10 26% of the equity share capal of NDTY (adjusted for Adjustinent Events) and such transfer ) of the Securities and Exchange Bootd of Incio qualifying under Regulation 3( fF Shares and Takeover} Regulations, 1997 {as smended. (Substantial Acquisiion o! Varied or supplemented ftom time to tire). ty Bile oo 6 (e) Sale of 1,15,63,683 (One crorefo ev the Promolers and the Borrower such that the ee [entering tnt an agecentent betes enter Tr die tnortawer avt ava single Block for the purposes of he Gustelines of the Minty of Information and Brouicasting EP Satisfaction Certificate petivery of a cenificatesigred by the Horewer ond the Promoter, and evidencing ree et of all cendilions prceedent anplicxble 10 1! (other than these conditions Boe oevived of ausperded hy he Lender) on 9 Business Day which shall be co Business Ways from the Efleet 5 OF THE BORROWER AND THE yee Later than 18 Ive Date Ip REPRESENTATIONS AND WARRANTIES FROMOTERS wid warrant fo the Lender in the YL The Borrower and Prometers jointly and seserally represent terms set farth in Schedule 2 anties given by them are ‘ruc, commect as of the date of the case, before and after The Promoters confirm that the representations aad war valid gad subsisting in every respect as of the date of thc Agrecment, sbursement of the Loan by the Lender under the Agrecrne?! fin each Sving erect to the disbursement of tne Loan orcurting on such date), which representstion a oie ice, shal survive the execution and delivery of ihe Agreement and the provisos of The Agreement anc repayrnerpaymnent ia fall of the Loan and all monics in Ww? the Loan un! respect therco! APPOINTMENT OF A DIRECTOR “The board of dirsctors of the Borcourr shall comprise of anly 3 directors. Ths Borrower and (1) dicector nontinated by the Lendsr Promoters shall ensure sppoiniment of at feast onc (Lender Director”) on the Board of the Dorower, Subject tg ihe provisions of the Companics ree 1956 all mectiags of the Board shall require a quorum of at least Doe directors; provided. aon ee hat the quorum mas inchade at feast one Lender Dinectar in Fespect ofany meeting of the Board ‘The Leader shall no! interfere with tic editoral policies ef NOTV. UNDERTAKING AND COVENANTS ~~ Fee homower and tne Preaneicrs jointly aad severally undertake and covenat tw the Lender in The Bono SAH in Schedule J and abo jelly and severally undetak ond sovendy the Lender to obtain the prior written consent of the Lender for all the matters specified under Schedule 3 tert of the Transaction Documents shall rywer, Of atiy diately 13. EVENTS OF DEFAULT Exert of Default the Loga shall become imme \\ .ch by the Promoters and ‘or Bort Upen aa A brea Eveal of Defaul ASSIGNMENT AND TRANSFER being assigned by the Promoters and the Bonower, The ‘This Agreement suall not be capable of ‘Agieement, the (oan and the eights herein. Lender shall have the right 19 assign the i KM ly bee ge VaCOMMUNICATIONS ‘AML notices, approvals, instuctions and other communicasions for the purposes of this incerment may be given by facsimile, by personal delivery & by sending the same by prepaid Aurered mail addressed to the Party consemed os address stated in the title of this ‘agreerent or the faxc numbers se! out below andior a0} olher address subsequently notified to eietver Party for tne purposc> of this Clause 18 and shal be deemed (o be effective (i) ia the se of registered mail, 2 (Iwo) calendar days afer pes the case of facsimile at the Tike when dispatched with a report confining proper in the case of wal delivety-at the time of delivery. transinission oF @ pense Ata Me Prannoy Roy Tel. No: 011-29241453 No" DU L2923 1790 To: the Boweser Vo the Lender Alln SRR Rap Mr Prannoy 2011-292414 2041-2923 1760 Vo: the Promoters (the Lendet thut he noiice was posted or served, as the case may A ceitiicate by an officer 0 Borrower and the Promoters, ‘he, shall be first, conclusive and binding er the GOVERNING LAW AND DISPLTE RE SCLUTION she Parti agree thot his Agreement shal be governed by ard construed is accerdaace with the laws of India. 10 the matters set out in this Agreement shall be between the Parties on oF celat 996. The arbitration wer the Arkitation and Conciliation Act, nthe following manner Any dispute felerred to binding arbitration ‘eecings shall take place in Mumba proc ually appoint 9 able arbitrator to resolve the aforesaid disputes & Sees Paice are utile te agree upon a sole arbitrator, the fo) The Parties shall mot ‘co-dance with the Arbitration and Conciliation Act, Giffercoces In the event arbiteator would be appointed in 1995 conducted in English. The venue of the (6) Alf proceedings in any such arbitiaion shall be © ‘ibitration procecdings shall be Murebs'. MODIFICATION OF THE AGREEMENT xo amendment to this Agreement shat! be effective oF binding on the Partics untess set forth in ‘welding and executed by the Parties COUNTERPARTS chin > (ieee) or more counterparts, exch of which shell be vinste one and the same Agreement. may be exec This Agreement may deemed an original putall of which shail cor:By iw ul |. MUTUAL ENDEAVOUR Over the next 3 10 § yeats, the Borrower an the Lender will took fof a “stable” and “reliable™ buyer of RRPR, who will maiatain the brand and the ¢rectibility OFNDTV, FURTHER ASSURANCES The Promoters logether with their Affilistes shall exercise their voting, Equity shares held by wiem in the Borrose: and the Promaters together with ite Affiliates ant Borrower shall cacicise the voting tights allached (@ the equity shares hetd by shem in rovisions af the Transaction NOTV and NDTV Group tn give full and coriglete effec! to the Documents including bet aot listited w give eflect to the provisions contained in Schedule 3 read with Clause 12. The Promoters together with incir Affiliates shall amerd the Charter Qocuinents of the Borrower to give full legal effect u the provisions of the Transaction ke] b Documents ope 4 @@ ln acceptance of all the term and gr tb Agreement ‘oned heteinabove in the presence of monshand year ment Ss WHER \J here mabye ay on the dat Jonge hereinbelow is WITS! seahtwors Sse he witnesses mente BY THE LENDER SIGNED AND DELIVERED jal Private Limited, hu Vighvapradhan Commers Mla, KR Ras Authorised Signatory SIGNED AND DELIVERED BY THE BORROWER ae olding Private Limited. y shor TreetsY SIGNED ANI) DELIVERED BY Prannoy Ray 2 aminy Roy f SIGNED AND DELIVERED BY Radhika Roy Meo WO Rudhrha Roy’ ~ Ploce New DAbi 10ey i) {d) SCHEDULE! ¢ WARRANT TERMS OF TH [Ar the sole option of the Lender the Werrant may be cons cried ‘BLN Shares at par aggregating to $9.99 % of the Fully diluted Eavity ‘Share Capital a Sasi er eenversion of ure Borrower at any tine during the tenure of the Coan of thereafter without requiring Jon the part of the Lender 1g any futher actor deed | issue a written notice (the he Berrower. Within 2 (two) Business Days of the Borrower shall on payment of the ‘Shares by the Lender, allot to the ther of Equity Shares as In onder to exercise it conversion option, the Lender 3h Canversion Option Notice”) to ieiuance of tic Conversion Option Nofee, the requisite amourit being the far value of the Equity Lender of any Person nominated by the Lender such mur specified in the Conversion Optign: Notice cuercised and eowerted into Equity Shares in one or more ‘eon fully converted into such number of Equity Shares The Warrant may be pital of the Borrower. tranches until the Warrant has segregating 10 99.99 7 ef the Polly uted Equity Share Ca documents, ceeds and writings, do 5 and Consents, as may be s/s into Equity Shares Promoters shall exzule su ¢ amish such Approval For version of the Warrat ‘The Borrower and the all such acts, deeds and things an: required in connection with the iss yer’ mnach of the Promoters joint) Corporate 16) Authorization and Vatidity ® e (©) Warrantand Equity @) (0) fc) ours és REPRESENTATIONS AND WARKANTIES ad nevetally herety fepreseints need warrant 1 tHe Lender that Matters and Sharchotding ‘phe Borwiser has been duly incorporated 27 organized, ard validly exists unde: the ree eet India. Copies of the Chorter Docwnert ard alt amendments made to d3!¢) nave becn delivered fo the Lencet are (rue id coinplete. holding pattern of tre Borrower. $1 forth in tars of the Equity Secuitles as of the datc hereof. complete and correct The panic Schedule 4 are tue. securities convertible into or sable for any Equity Securiligs. The Equity Securities Many other transfer restrictions. Except => or similar agreements or f the Borrower of the There are no Equity Securities of the Borrower oF Oe ihimately exchangeable oF exerci re not subject 10 any pre-emptive Aight 30 specifically provided in the Transiction Documents, no votung ahy Encumbrances exist in relation 10 the Equity Shares 0 Promoters pf Transactions have the legal Fight, corporate power and authority to iver and perform the ‘Transaction Documents and the ree rants wil ot est in Breach of any SER of any The Borrower and the Promoters ac the case may be, execute, del ‘execution of the Transaction Do} Pocsor of result in breach of Applicable Lae No Consent of filing with, any Gore the executior, in connection with Promoters of the Transsction Docunen mmental Aviherity or any other Person is required delivery, performance by the Borrower of the ts and the consummation thereof. Shares of the Borrower of Rs. 10/- cach, oul Onn skh ocly) presently issued and registered in «dup and fegatly and beneficially owned by The 10,000 (Ten thousand) Ea amounting, to RS 1,00,000 (Ropes sre name of the Promoters are fly B them y Shares aio Equity Shares, the Leader shatl have good and ues and shall be the absolute legal and beneficial Shares, as the case may be. The Equity iy diluted Equity Share Capi! of Upon conversion of the Warrant marketable title to the Equity 8 ‘ex of all Encumbrances, 2f the od will constitute 99.99 % oF the Fal owner, fi Shares when issu the Borrower allow for the ful conversion of the cient autlerized capital te f the Warren he Borrower has sult dhe tens 91 jaa Equity Shares 33 Pe Warrants or in the future reste OF ‘There ase no options, agreements Of understandings (exercisable now Frere amtingems or otherwise) whieh eile &° Te femiitle any Person (0 feaquire tobe created any Eacumbranct over r af the Equity Shares. ie A We > Yur 1} 5ecaena memes nae (2) y iesred and fully paid up. (a) The Equiny Shares nurst and an issiance will be ¥ vities or hald any Consents from acquiring the Equity aw to reduce its holding of nd the Promoter ¢o Pot undertake any acti wes will G@) restrict the Lender under Applicable Law Shieh Minor (i) tequire the Lender under Applienble L: equity shareholding in the Borrower tg) The Borrower Corporate Matters (a), The staturory books, minute books. reulsier of members and other registers of the Dreracwer and ac teditired under any Applicable Law, have been properly and aeraroiely maintaivedt in all maateral respects arid contain full and accurate records of ait maners required 19 be entered under Applicable Law {tal Compliance aid Consents compliance with Applicable Law and have pot romoler tte In d/or Gil) any contract, uw The Borrower and the Ps any Applicable Law been in material breach under (3) {b} The Borrewer has all Consents and such Consents are valid for the conduct of their businesses as required under Applicable Lew. hold all necessary Consents in relation to: (i) the (ce) The Borrower and the Promotcrs allotment and issuance of the Warrant lo the Lender; (ii) any subsequent conversion of the Warrant into Equity Shares orallotment of Equity Shares fo the Lender. Assets han 47,41,721 (Forty seven lakhs | | } wn or hold any assets other t ) Equity Shares of NOTY. The Borrower does not 0 hundred and twenty one only’ forty one thousand seven Contracts and Transactions ry contraels which create any liabitity for the Borrower ‘The Borrower is not a party 10 other thar the ‘Transzction Documents Paxation 10 <> (a) The Borrower has paid atl taxes cue and payable by the Barsower. (3) Operat (a) Since the incorporation of the Borrowe - there has nat been: guaronteed by the Liability incurred, assumed oF to 2 principal of Rs any debi, obligation o ICIC! Bank aggregating Borrower other than lout from 349.26 Crores; OF wen by the borrower to ir Persons. j wo (ii) any feans gich ) eo S ial Matters cunts to the Lender as and when requested by the The Borrower shall provide the Acc Lender ultticn, whether actual oF contingent, of the Borrower other There are 90 existing bs than liabihties disclosed in the Acce Claims And Proceeuings The Borrower is pat engaged in ur the subject af any ligation, Joformation to the affairs of the Promoters of the a reumsianes relating, disclosed to the Lender and which if disclosed might decision of the Lender to enter ito the ‘There is no material [act or cl Borrower which has sat beer reasonably have bea expecied 19 influence the Transaction Documents. . le NG / ?wm wh i SCHRDOLES (@ rien CONSENTS tatters respect of the Borrower which require prlor mettien convent of the Lanier mur or agtec ment to besue any Fguity Secures in the Torrower, dhe share capital of the Borrower: pay nach of equity Securities, eduetian ar alkeraian of suc of any debentures o¢ the assumption of debt, Borrowings or raising invney er tbe + ‘Amending the Charter Docunacats of the Horo st af the Borrower with aay other entity oF any entity Merger, amalgemativa or cont with the Bi Sct up any Subsidinry; insolvency er reorganisation, composition or other relief with trustee, custodian or other take any steps towards bankrupley, rangement, adjustment, winding wp liquidation, dissolution, ¢ respect 10 il_of its debts or secking appointinent of a receiver. eae official for ter alloc any substsnia parc af it property: Cause the Borrower Transfer of any Equity Securities of « of any asseto! che Borrowss oF sof NDTY: Sell o¢ otherwise dispose Ybrance on the Equity Srewrit NDTY or create any Encem Scourities of the Bormawer Selt, Transfer er create any Encumbrince om the Cs Tag any action to issue. any Equay Srewrhies af #008 10 any agreement as 2 reset of which sole conteot of the Borrower wv the Promoters cease fo be in atatters relating Io NDTV or NDTV Group wBick require prior written concent of the Lender Yo yalustion of NDTY being | (2 DTV wwhish results in the aggregate Trouc any Equity Securities of) eethan Rs, 1336 crores (vale eye Lender has pul money fato Wve Coanpany) ston SPNOTY with any other enti: Merger, amalgamation or consotid peson fa NDTV Group fo take any steps towards bank py. insolvency ement, adjusmient winding up, liquidation dissolution, composition ay devus or sceking appointment of a receiver, (asics Tor eor all er any substantial part of is property Cause NDTV 07 any or organisation, ara br other relief with respect 10 casiodian or ather similar ofTicia of SOTV; Busback of Equity Securities, reduetion oF stteration of the share ¢291 putt of which ‘og og enter into any agreement 258 nto issue any Equity Secusit XQTY orthe NDTY Group Take any actio be in sole senteo! af the Promaters Coase 1 Mi % AY mw RO 4 be if. Ya== Shareholder Prannoy Rey ©u. 4 ceria ti ne: Sn arte rae 24 stectat eqa( ait) & avis Bea TSA TTT aacaten amt ation taken . Since the above information reveals CorTmssion of offerce(s) wis as mentioned at Item No. 2 (ay even tiga fear Mare a wie BH a Regsterad the case ‘and took up the investigation or Yes (2) Fadiars (ate seftrart a THD te 40 weg feat Directed (Name of 10) Rank No. Took up for investigation Sh. Lalit Phular Deputy Supdt. of Police, CBI,ACU-V, AC-II, (3) arnt ais & arise New Delhi sera Retused Investigation due to NA or gafran% aa con point of jurisdiction (4) Yea or eect Fat TAT Transferred to PS. afr ered #1. cee ge / TERT aT, Frees eet ia dren fara! eee eof ahaa een HPs er TE aes fn) Tg cmpianerittermant aiid io be comely reared a8 257) vento the complainantiinformant, jree of cost, ag we aa a ae EA aa ROAG. aft / qerreret & seer ary aifrenttt & SETAE ‘Signature/Thumb impression Signature of Officer in-charge of the complainant/informant Police Station AI / Name (7) | Rank (KIRJ As, aaa kind wo suPDT/OF POLICE mee" an Feat CBIACUAVJACAUNEW DELHI Farr tive of despatch the cut TURAN e Superintendent of Police CBI, ACU-Y, New Delhi (and arfiart & Fee TS cafes) ‘Signature of recording Officer with date