Markets regulator Securities and Exchange Board of India (SEBI) on March 7 ordered Dish TV India Ltd to declare its annual general meeting (AGM) voting results, held on December 30, in the next 24 hours. The regulator also directed depositories to freeze Demat accounts of the directors and compliance officer of the company immediately until AGM voting results are disclosed to stock exchanges or till further orders, whichever is earlier.
The regulator also issued show cause notice to its promoter and directors of the company including, Jawahar Lal Goel, chairperson and managing director, Ashok Mathai Kurien, non executive director, Bhagwan Das Narang, non executive independent director, Shankar Aggarwal, non-executive independent director, Anil Kumar Dua, executive director and chief executive officer, Rashmi Aggarwal, a non-executive Independent women director Ranjit Singh, company secretary and compliance officer.
"Considering the prima-facie observations and allegations mentioned in the present order, Entities no. 1 to 8, as listed in the beginning of this order, are hereby called upon to show cause as to why further appropriate directions under the provisions of Sections 11(1), 11(4) and 11B(1) of SEBI Act should not be issued against them and also why appropriate penalty shall not be imposed", the SEBI order said.
The order came after SEBI received complaints from Yes Bank and other shareholders, alleging that Dish TV has wrongfully withheld the results of voting on various proposals put forth in the AGM.
Earlier in February, the SEBI had warned Dish TV regulatory action for failing to disclose the results of AGM. The order came after the firm failed to disclose AGM voting results even after 37 days of the meeting.
In the interim order, SEBI noted that there is no restraint imposed by Bombay High Court on the firm from declaring voting results and despite this, Dish TV has failed to disclose results. The regulator also said the directors have failed to comply with the provisions of the regulations. "The board of directors must have stepped in to ensure that the company makes necessary disclosures as required under law and complies with all the applicable statutory provisions", SEBI order said.
"However, there is no material on record to suggest that the Board of Directors have discharged their duties as envisaged under the LODR Regulations, including setting a culture of ensuring high standards of corporate governance and disclosures; acting in the best interest of the listed entity and the shareholders", SEBI added.
According to SEBI regulations, all listed entities are mandated to submit the voting results within two days after the AGM concludes. The order comes when Dish TV is fighting a legal battle with its largest shareholder, Yes Bank Ltd, against the disclosure of its AGM results.
The AGM results are crucial considering that financial creditors led by Yes Bank and IndusInd Bank are expected to have voted against the three resolutions: The adoption of 2020-21 financial statements, re-appointment of Ashok Kurien as director, and approval of costs to its auditors. Yes Bank currently holds 24.78 percent stake while IndusInd Bank has 3.78 percent stake in Dish TV.
Rejection of the resolutions will deny Dish TV to proceed with its plan to raise Rs 1,000 crore via a rights issue, which is the beginning of the legal battle between Dish TV and Yes Bank. Yes Bank wants to reconstitute Dish TV's board, citing corporate governance lapses.
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