Dish TV shareholders reject candidature of 4 independent directors in EGM

In a surprise development, shareholders of Dish TV rejected the candidature of four independent directors in the Extraordinary General Meeting held last week, leaving only one person on the board of the direct-to-home service provider.

This prompted immediate appointment of two new persons on the board the same day, as the number of directors fell below the statutory minimum number of three.

In the EGM held on December 22, shareholders of Dish TV shot down the four resolutions seeking the appointment and re-appointments of independent directors Shankar Aggarwal, Aanchal David, Rajesh Sahni and Virender Kumar Tagra.

However, these resolutions could get only around 28 per cent of the total votes polled, and hence were rejected.

“The Resolution Nos 1 to 4 have failed to receive a requisite number of votes in favour by the shareholders under remote e-voting and e-voting at EGM,” said the scrutinizer’s report submitted to bourses by Dish TV.

After the voting results, which were declared on the same day, all four independent directors resigned.
“We would like to inform you that basis the votes cast by the shareholders of the company at their EGM .. directors of the company have vacated the office of director(s) of the company, with effect from December 22, 2023,” Dish TV said in a notification.

It also informed about the appointment of Sunil Khanna as an independent director and Ravi Bhushan Puri as an executive director, with immediate effect.

Anticipating the mood of the shareholders, the Dish TV board had on December 18, 2023 approved the appointments of Khanna and Puri.

However, these appointments were to be effective from the date of receipt of the approval of Ministry of Information and Broadcasting as stipulated under Policy Guidelines for Uplinking and Downlinking of Television Channels’ or the date on which the number of directors on the board falls below the statutory minimum number of three directors, whichever is earlier.

“Consequent to the vacation of the office of the aforesaid directors, the appointment of Sunil Khanna as an Independent Director and Ravi Bhushan Puri as an Executive Director, becomes effective immediately i.e. from December 22, 2023,” it said.

In August this year, leading bourses BSE and National Stock Exchange imposed penalties on Dish TV over composition and lack of quorum for its board meeting.

The company had a prolonged tussle with Subhash Chandra-led promoter family and its earlier largest shareholder Yes Bank Ltd (YBL).

Subhash Chandra’s family-led promoter and promoter group hold a mere 4.04 per cent share and is in a tussle with YBL over the reconstitution of the board.

YBL was Dish TV’s largest shareholder until it recently sold its 24.2 per cent in the company to JC Flowers Asset Reconstruction Pvt Ltd.

Over the past few occasions, Dish TV shareholders have rejected the company’s proposals to approve the new appointments on the board in the EGM.

On three previous occasions, shareholders rejected several proposals including re-appointment of Jawahar Lal Goel as Managing Director in June 2022 and the adoption of financial statements for 2020-21 and 2021-22 in September 2022.