Hours after Essel Group’s Dish TV made a regulatory filing that it would contest the order of the Securities and Exchange Board of India (Sebi) directing it to disclose the results of the annual general meeting held late last year, in the Securities Appellate Tribunal (SAT), the company changed track and disclosed the results.
The outcome was a setback for the company as the shareholders rejected all the three resolutions that were put to vote at the AGM held in December 2021.
The shareholders rejected the reappointment of Ashok Mathai Kurien as director with 78.94% of their total votes, and two other ordinary resolutions, including adoption of financial statements, Dish TV said in a regulatory filing after the close of market hours.
The resolution to adopt audited standalone and consolidated financial statements and directors’ and auditors’ reports was rejected with 77.63%, and that to ratify remuneration of auditors for financial year 2021-22 by 53.48% of total votes.
The development assumes significance as in a September 3, 2021 notice, Yes Bank had sought removal of Dish TV’s five directors, including chairman and MD Jawahar Lal Goel, citing governance issues.
Yes Bank, which holds a majority 25.6% stake in Dish TV, had also sought removal of Kurien and three other directors (Rashmi Aggarwal, Bhagwan Das Narang and Shankar Aggarwal), over corporate governance issues. It had also sought convening of an extraordinary general meeting, alleging that Dish TV’s board had approved a Rs 1,000-crore rights issue despite its objections.
On its part, the Essel Group company had expressed its inability to convene an EGM, citing regulatory and procedural hurdles.
However, Dish TV first announced holding the AGM on September 27, 2021, and then postponed it to November 30, 2021, and before finally holding it on December 30.
Yes Bank had accused Dish TV of “engaging in dilatory tactics” and accused it of seeking extensions of AGM dates based on “unfounded reasons”.
Ahead of its AGM, proxy advisory firms — Stakeholders Empowerment Services (SES) and Institutional Investor Advisory Services India (IiAS) – had alleged “serious governance” lapses at Dish TV, and asked shareholders to vote against the resolutions.
On Monday, Sebi had directed Dish TV to disclose the voting results “within the next 24 hours”. Under the listing regulations, a company is required to disclose the AGM voting results within two working days.
The markets regulator had also issued show-cause notices to Dish TV, its chief executive officer and directors, and also asked depositories to “immediately freeze” the directors’ and compliance officer’s demat accounts.
The Sebi order had followed complaints from Yes Bank, IndusInd Bank and other shareholders alleging that Dish TV has withheld the results illegally.
Sebi had also sent advisories to Dish TV in January and February, asking it to “immediately” disclose the AGM voting results. The regulator said it viewed non-disclosure “seriously” and warned of “appropriate enforcement action”. Dish TV, on its part, responded stating that the issue was “sub judice” as the matter is pending before the Bombay High Court.
Ahead of AGM voting results, Dish TV’s shares closed up 6.03% on the BSE, which ended up 1.10% on Tuesday.