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Dish TV shareholders reject the nomination of four directors


Shareholders of Dish TV India Ltd rejected the candidacy of four independent directors, bringing the total to nine directors ousted from the board of directors of the country’s third-largest satellite TV provider in the past 15 months, as investors poured their fury continue to speak out against the company.

On Friday, Dish TV, which held an extraordinary general meeting, only 25.9% of shareholders voted for Sunil Gupta, Madan Mohanlal Verma, Gaurav Gupta and Lalit Behari. 74% of investors voted against the nomination of the four directors, who joined the board in December.

Dish TV’s board now has only two independent directors, Rashmi Aggarwal and Shankar Aggarwal, which is less than the minimum number of six directors on a board as required by the market regulator, the Securities and Exchange Board of India.

“The board will take the necessary steps to comply with the requirements of the Companies Act, 2013 and SEBI Listing Regulations regarding the number of directors on the board,” Dish TV told the exchanges.

Shareholders first voted against the reappointment of Ashok Kurien in December 2021, followed by rejecting the continuation of former Dish TV chairman Jawahar Goel and chief executive Anil Dua in the summer of last year. Investors also rejected the introduction of independent directors Rakesh Mohan and Rajagopal Venkateish.

In September 2021, Yes Bank Ltd blew the bugle over investor revolt when it expressed dissatisfaction with the way the company was being run and demanded a board rebuild, including the appointment of seven directors.

Dish TV rejected Yes Bank’s allegations of corporate misconduct and has since rejected shareholder demands for a special shareholder meeting to be held. Since then, both Yes Bank and Dish TV have spent a fair amount of money enlisting an army of lawyers to help the courts decide whether a shareholder who owns more than 10 percent of the shares does indeed retain the right to call a special shareholders’ meeting .

The founder of the Essel Group, Subhash Chandra, had borrowed more 5,000 crore from Yes Bank, and its inability to pay off the loans, caused the lender to call on the Dish TV shares pledged to the bank. In December last year, Yes Bank transferred its shares to JC Flowers Asset Reconstruction Co, making the asset reconstruction company the largest shareholder, with a stake of 24.19%.

Chandra’s family as a promoter owns 4.04% of the shares as of December 31.

Earlier this week, minority investors of Dish TV made a stunning revelation, complaining to the Exchanges and the market regulator that the company was deliberately not hiring the directors recommended by its largest shareholder. This was after it emerged that the company had included a majority of its directors on its board despite the Ministry of Information and Broadcasting (MIB) approval of their appointment in December last year. Investors were further angered that the company had not disclosed this information to the exchanges and received this notice through a response from MIB under the Right To Information Act.

Minority investors were angry that despite MIB stamping the candidacy of Girish Paranjpe, Arvindnachya Chandranachya and Haripriya Padmanabhan, the three directors recommended by Yes Bank, Dish TV, delayed their induction into the board.

Dish TV has tentatively said that the allegations made by a group of minority investors are “wrong, malicious, inaccurate and baseless and are therefore denied”.

Some investors are not convinced and demand an investigation from the Sebi.

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Joanna Swanson

Joanna Swanson is Europe correspondent at the Thomson Reuters Foundation based in Brussels covering politics, culture, business, climate change, society, economies and inclusive tech. With specific focus in breaking news, she has covered some of the world's most significant stories.