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Sebi gives Dish TV 24 hrs to disclose AGM results, directors get show-cause

The market regulator, the Securities & Exchange Board of India (Sebi) has asked the satellite television broadcaster, Dish TV India to disclose the results of its shareholders meeting held in December last year within 24 hours. The regulator has also issued show cause notices to company’s directors asking why the meeting results have not been disclosed so far despite repeated advisories from the regulator.

Dish TV India, in which promoter entities have only 6 per cent stake, did not disclose the annual general meeting results citing a pending case in the Bombay High Court. Industry sources said Indian lenders, who own 45 per cent stake in the company, have voted to oust the present directors and promoter, Jawahar Lal Goel. Yes Bank, which holds 25.63 per cent stake in Dish TV after seizing promoters’ pledged shares, has proposed another meeting of shareholders to appoint its nominees but the company has not complied with the bank’s directive.

In an order today, the SEBI asked the depositories to immediately freeze the demat accounts of the directors and the compliance officer till the time the voting results of the AGM held on December 30 last year are disclosed on the stock exchanges or till further orders.

The market regulator found prima-facie failure on part of the independent directors to uphold high ethical standards; assist the company in implementing the best corporate governance practices; safeguard the interest of all stakeholders; balance the conflicting interest of the stakeholders; moderate and arbitrate in the interest of the company as a whole in situations of conflict between management and shareholder’s interest.

The SEBI said the Bombay High Court, had in its order dated December 23, 2021, while rejecting any ad-interim relief, did not prohibit the company from disclosing the outcome of the AGM. However, the Sebi said DISH TV, by taking an erroneous plea that the matter is sub-judice, has been delaying the disclosure, knowing fully well that there is no such stay in operation, restraining the company from disclosing the outcome of the AGM. Subsequently, the Bombay High Court itself clarified that pendency of the Dish TV case will have no bearing on the disclosure requirements of the SEBI.

As DISH TV did not disclose the results till date, the SEBI ordered it to immediately disclose the results.
On September 26th last year, Yes Bank had asked the company to call an extraordinary general meeting of shareholders to appoint its nominees and remove current CEO and MD, Jawahar Lal Goel, and directors, Ashok Kurien, Rashmi Agarwal, Bhagwan Das Narang, and Shankar Agarwal from the board.

Yes Bank had earlier said that the Dish TV’s present board is acting on the behest of the promoters and approved a Rs 1,000 crore rights issue despite its objections. Yes Bank has said Indian lenders have 45 per cent stake in the company and is taking this step to protect the rights of all the shareholders. Business Standard

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