From: K V L Narayan Rao <> Date: 17 July 2013 4:10:41 PM GMT+05:30 To: Sucheta Dalal <sucheta@moneylife.

in> Cc: Debashis Basu <> Subject: Re: Legal notice to Sanjay Dutt
Dear Ms. Dalal, This has reference to e-mail below. We had earlier written to you with the details of the background of Mr. Sanjay Dutt and his continued slur campaign against NDTV and its Promoters. We had also apprised you that the Company has allowed Sanjay Dutt every possible opportunity to withdraw his scurrilous allegations against itself and its Promoters. However, in view of his continued actions against the company, in writing not only to the regulators, but also to Bankers, Merchant Banker, Statutory Auditors, Non-Executive Independent Directors and past Directors of the Company, and the media, we were left with no option but to take steps to restrain him from continuing with his wrongful actions. The legal notice served on him, through our counsels Amarchand Mangaldas is the first step in the process. It may be noted that the notice has been served on Sanjay Dutt and Quantum Securities in view of his/their reckless and irresponsible actions of approaching third parties with baseless allegations against NDTV and its Promoters. We propose to take further action, as advised by our counsels. We are cognizant of Sanjay Dutt’s rights, on behalf of Quantum Securities, a Shareholder of the Company. We have been and will continue to honour all our legal obligations towards our shareholders, including Quantum. However, we strongly believe that his actions against the company and its promoters beginning 2011 September result from a motive of vendetta arising out of his past association with the Company. With respect to the settlement discussions with Sanjay Dutt, you may recall that in our previous emails we have shared with you the details of Sanjay Dutt’s association with the Company as a remunerated consultant and pursuant to which ESOP shares in certain subsidiaries of NDTV had been granted to him. Sanjay Dutt had to forfeit the aforesaid ESOP shares on account of him not having met the conditions subject to which the said shares were allotted, one of them being continued association with the Company for a period of 45 months following the grant of the ESOP shares. Sanjay Dutt has had a grievance against the Company since then. In 2010, Sanjay Dutt had approached us to discuss the aforesaid grievance and we had, in view of the past relationship, agreed to discuss the matter. Several meetings were held over two months to understand his problem and see whether there were any bonafide claims and if a solution was possible. When these did not result in anything, we tried to suggest third party mediation. However, Sanjay Dutt was not keen to discuss the matter with a third party and the aforesaid discussions were not taken forward. Subsequent to this, in September, 2011 he started his vindictive campaign against the Company and its Promoters. Even here, we entered into good faith discussions with him to try and solve his problems, including an offer of third party mediation which was rejected by him. Every time his personal issues don't get resolved, he embarks on an onslaught against the company and its promoters. Early this year when Sanjay Dutt again intensified his tirade against the Company and Promoters, we wrote to another director of Quantum, Mr Om Arora, asking whether they were aware of what Sanjay Dutt was doing. On getting no response, we requested our lawyer, Mr Rajshekhar Rao, to speak to him. This conversation took place on May 15, 2013. After the conversation, Mr Arora indicated to our lawyer that all issues could be solved "amicably" and that Sanjay Dutt had a "wounded heart" resulting from his association with NDTV. Based on this, I personally made several efforts to meet with Mr Om Arora, with no luck. Later, I received a letter from Mr. Om Arora and Sanjay Dutt saying that the latter had been authorised to discuss all matters relating to Quantum and that Mr Arora would not meet me on the subject.

As all efforts to discuss the matter with Sanjay Dutt earlier had come to naught and being fully aware of his attitude, we did not agree to enter into any further discussions with him on the matter. As no meeting took place, there was no offer of any settlement at all. This was in the months of May-early June this year. With the exception of the aforesaid discussions we have not offered/ discussed settlement with Sanjay Dutt. Trust we have been able to address your queries. We will provide further details, if required. Kind Regards, Narayan KVL Narayan Rao, Executive Vice-Chairperson NDTV Group, 207, Okhla Industrial Estate, Phase III, New Delhi-110020 Ph. 011-46176312 E-mail:

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