From: K V L Narayan Rao <NARAYAN@ndtv.com> Date: 21 June 2013 8:51:23 PM GMT+05:30 To: Sucheta Dalal <sucheta@moneylife.

in> Cc: Debashis Basu <editor@moneylife.in> Subject: Re: A complaint about NDTV promoter shareholding lodged with RBI
Dear Ms. Dalal, This has reference to the e-mail trail below and the letter dated April 27, 2013 addressed by Quantum Securities Pvt. Ltd. to the Reserve Bank of India. At the outset, it may be noted that Quantum and Sanjay Dutt have been making these false, baseless and scurrilous allegations against NDTV and it Promoters including RRPR Holding Private Limited, with various regulators and third parties like Bankers, independent directors on the Board, statutory auditors etc. We are in the process of taking appropriate steps against Quantum and Sanjay Dutt, including criminal action for defamation. Further, please note that this is the first time we have been made aware of the Complaint which is one among various complaints, correspondence and letters that Quantum, through Sanjay Dutt, has been sending, to various individuals including NDTVs business associates, regulators and statutory authorities. It is evident that he has adopted this strategy to sully NDTVs reputation and to discredit NDTV in its various business dealings. It is also evident that this is a personal vendetta against NDTV and its promoters as is explained below. Please incorporate by reference the contents of our e-mail dated June 20, 2013 found in the e-mail trail below, to give you a true perspective of Sanjay Dutts intentions and motive. It is evident that he has not been able to garner any support from the various other forums that he has approached and therefore, has decided to approach you with this false and baseless Complaint. NDTV categorically states that it has maintained the highest standards of corporate governance and respects the rights of all its shareholders. Therefore, NDTV denies all the allegations contained in the Complaint, including alleged non-disclosure, mismanagement or any other illegality. It is pertinent to note that during his tenure with the Company, Sanjay Dutt was privy to sensitive and confidential information, which he has indiscriminately used to malign the Company and to make allegations and insinuations regarding the financial transactions of NDTV and its promoters. He has gone a step further to allege that the financial decisions of the Company have been detrimental to its shareholders, which the Company strongly and vehemently denies. Please see below our comments regarding the various allegations made by Quantum against the Company in the Complaint. NDTV has at all times complied with all the demands for information that Quantum, as its shareholder, is legally entitled to. In the capacity of a shareholder, Quantum has made demands to inspect the Companys register of members and annual returns, which inspection has been provided to Quantum as and when requested. Further, any request for copies of the foregoing documents has also been duly complied with. However, Quantum, through Sanjay Dutt, has been addressing incessant e-mails to various officers of the company including persons in management, seeking information which is beyond that which a shareholder is entitled to. Although this has been done under the guise of shareholder activism, it has been in the form of blackmail and corporate stalking. With respect to the allegations made out against the Promoters, Dr. Prannoy Roy and Mrs. Radhika Roy and RRPR, please note that all of the above are independent entities/individuals, information regarding whom are not ordinarily available with NDTV. The information provided below has been sought and received from RRPR. The Promoters have given us their response based on information in the public

domain and legal advice that they have shared with the Company in the past, which we believe to be true/correct. It is important that the sequence of events leading upto the loan taken by RRPR from ICICI Bank is understood, before considering other submissions: In the month of December, 2007, the Promoters acquired 48,35,850 (7.73%) shares of NDTV from GA Global Investments Limited, who had decided to sell the said shares,as a result of which their shareholding crossed the 55% threshold. As per the then prevailing Takeover Code provisions, an Open Offer was mandated as the Promoter shareholding had crossed 55%. It is interesting to note that Mr. Sanjay Dutt was a principal advisor with NDTV at the time and had also advised the Promoters regarding this acquisition and Open offer. Hence, the Open Offer was made in compliance of law. As you may be aware, the making of an Open Offer to existing shareholders is mandatory as per SEBI regulations. Also, the number of shares and the price at which such Open Offer is to be made is done in accordance with SEBI mandated formulas, contained in the Takeover Code. Therefore, the Open Offer was a legal obligation that the Promoters had to fulfill. The Open Offer is to be made with the approval of SEBI and was made accordingly. In order to be able to pay for the shares acquired under the Open Offer, the Promotersobtained a Loan from Indiabulls Financial Services. Later, in the month of November, 2008, the Promoters repaid the Loan to Indiabulls Financial Services and had to avail the Loan from ICICI Bank to repay a part of the loan taken from Indiabulls Financial Services. This was done to reduce the cost of borrowings for the Promoters. While the loan from ICICI Bank was unsecured, the Promoters were required to sign a Non Disposal Undertaking regarding their shares held in NDTV. It must be noted that the loan was taken by the Promoters only to meet their obligation under the Open Offer and not for any other reason. In my view, it is laudatory that they met their obligations despite a huge financial burden being placed on them. We are shocked that Mr. Sanjay Dutt has chosen to twist facts and talk about this matter when he was the one who advised the Promoters to acquire the shares leading to the Open Offer in the first place. It is pertinent to note that the information relating to the Open offer is available in the public domain along with the background in connection with the lending and the application of funds. Therefore, the loan was not for any frivolous reason. All the relevant and necessary disclosures have been made in the Open Offer itself, which the Promoters undertook to ensure that their actions were in compliance with law. The Promoters have informed us that the ICICI Bank loan was taken to minimize their cost of borrowing, which is not only legal but also a prudent commercial practice. The promoters had entered into the transaction with advise that the same was not in violation of any requirement of law. As regards the alleged illegal transactions that the promoters of NDTV have entered into, please note that the promoters of NDTV have, on the basis of legal advise, represented to the Company that there is no security on the loan as has been alleged in the Complaint and that the transactions have been in accordance with law. It may be noted that the allegations regarding non-compliance by the Promoters and NDTV of their obligations of declaration of encumbrances on their shareholding in NDTV, have been made by the very same entity/person earlier as well. The matter and the basis of the same Complaint was placed before the Audit Committee of NDTV and was considered by the Audit Committee members. A legal representative of RRPR presented the facts and the legal position related to the disclosure

obligation under SEBI provisions. The Audit Committee of NDTV considered the same and was satisfied that the necessary compliances have been ensured by the Promoters, RRPR and NDTV. Furthermore, RRPR has also informed us that it had received a complaint from SEBI on similar allegations earlier. RRPR had responded to the same. After considering RRPRs response, SEBI closed the said proceeding, as it could not find any violation of law by RRPR, as alleged or at all Sanjay Dutt has made similar allegations to the Registrar of Companies, Delhi and Haryana. The Company has sent an appropriate response to the ROC, which too has been responded to by RRPR as well as NDTV. NDTV has not received any notice or document which indicates that the shareholding in the Company is in any way not under the control of RRPR Holding Pvt. Ltd., or Dr.Prannoy Roy and Mrs. Radhika Roy. In fact, they continue to act as promoters of NDTV and exercise all rights in respect of their shares without any limitation or restriction. The onus therefore, lies upon Mr. Sanjay Dutt, who has made these baseless allegations, to show how he believes that the rights to these shares, held by the promoters in the Company, are in any way limited or restricted. It is evident that the allegations are misconceived and misconstrued and are not relevant. I have been informed that the promoters have already paid off the loan to ICICI in April 2009, a fact which Mr. Sanjay Dutt himself has acknowledged to NDTV. Further, the question of the ICICI loan being one which violated any prescription of law pertaining to NDTV or otherwise is strongly denied. The actions of Mr. Sanjay Dutt are motivated by a personal vendetta that he has against NDTV and its promoters. It is evident from his various acts that he is using information, knowing it be false, especially to statutory authorities to instigate the statutory authorities to use their powers to the prejudice of NDTV. Such acts are motivated by a desire to compel NDTV to accede to his illegal demands for money claimed by him, which he is not entitled to. The misuse and abuse of the law to fulfil personal measures and settle personal scores is something that NDTV has contested and is willing to take forward by way of necessary and appropriate action. it may be noted that Quantum and Sanjay Dutt have been making these false, baseless and scurrilous allegations against NDTV and it Promoters including RRPR Holding Private Limited, with various regulators and third parties like Bankers etc. We are in the process of taking appropriate steps against Quantum and Sanjay Dutt, including criminal action for defamation. We hope that the above comprehensively answers the issues raised in the Complaint, on behalf of NDTV and its Promoters. Given your sterling reputation as a journalist who can distinguish between information from a credible source from information provided with an ulterior motive to further a personal agenda, we hope that you can see the Complaint for what it is. We request you not to be misled into publishing false, defamatory and scandalous allegations which have a bearing on the otherwise unblemished reputation and goodwill of NDTV. NDTV is always willing to answer all questions that it is asked without compromising any of its rights, which also stands true for the present reply. Kind regards, Narayan KVL Narayan Rao, Executive Vice-Chairperson NDTV Group, 207, Okhla Industrial Estate, Phase III, New Delhi-110020