SEBI directs Dish TV to disclose AGM results
Premium- This warning comes at a time when Dish TV has been fighting a legal battle with its largest shareholder Yes Bank against disclosure of its AGM results.
Mumbai: The Securities and Exchange Board of India (SEBI) has warned Dish TV India Ltd of regulatory action for failing to disclose the results of its annual general meeting held on 30 December.
In an advisory letter to the company on 9 February, the markets regulator said that every listed entity is mandated to submit the voting results two days after the AGM concludes as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, according to a stock exchange notice by Dish TV on Friday.
SEBI said that the disclosure has already been delayed by 37 days, the letter said.
This warning comes at a time when Dish TV has been fighting a legal battle with its largest shareholder Yes Bank against disclosure of its AGM results.
In January the private sector lender had approached the Bombay High Court to direct the direct-to-home (DTH) company to disclose the results of its AGM. The court, which is currently hearing the matter, has however not put a stay on the disclosure of the results.
“In spite of there being no prohibitory/restraint order from the Court, the Company has failed to disclose the voting results of the AGM held on December 30, 2021, thereby failing to comply with the provisions of regulation 44(3) of the SEBI LODR," said the letter. “As this action by the Company ultimately affects the shareholders and the investors due to lack of information in the public domain, the Company is once again called upon to disclose the voting results of the AGM held on December 30, 2021, immediately as the disclosure has already been delayed by 37 days. The non-compliance with Regulation 44(3) of the SEBI LODR by the Company has been viewed seriously by SEBI and it is informed that the continuing non-compliance shall result in initiation of appropriate enforcement action against the Company," the letter added.
In response to the SEBI letter, Dish TV said, “Thus, very issue of declaration of results of the AGM conducted on December 30, 2021 is in fact sub-judice before the Hon’ble High Court, which has taken cognizance of the matter, and will be hearing the arguments of the parties shortly, and issue its decision."
The AGM results are crucial as financial creditors led by Yes Bank are expected to have voted against the three resolutions including the adoption of financial statements for the year ended March 2021, re-appointment of Ashok Kurien as director, and approval of costs to its auditors.
MINT PREMIUM See All
A rejection of the resolution of the adoption of financial statements will imply that Dish TV cannot proceed with its plan to raise ₹1,000 crore through a rights issue, the genesis of the fight between Dish TV and Yes Bank.
Yes Bank had objected to rights issue arguing that it was aimed to dilute the shareholding of the bank, which is the single largest of the company. The company however maintained that the capital raise is critical for its survival as it has seen a churn of subscribers with increased competition from the rapid growth of new distribution platforms like OTT.
The tussle between Yes bank and Dish TV erupted after the bank demanded the reconstitution of the Dish TV’s board, including removal of chairman and managing director Jawahar Goel and induction of seven directors.
Goel is the younger brother of Essel Group founder Subhash Chandra and owns 5.93%in Dish TV, while Yes Bank owns 25.63%.
This 5 month long fight has seen many twists and turns including the company postponing the AGM three times to Yes Bank alleging corporate misconduct to bank being forced to seek the Supreme Court’s intervention to adjudicate and free the shares it owned after a local police station in Uttar Pradesh froze the Dish TV shares owned by the bank.
Yes Bank owns 25.63%, while promoters, led by chairman Jawahar Goel, own 5.93% in Dish TV.
Never miss a story! Stay connected and informed with Mint. Download our App Now!!