Dish TV India Ltd on March 8 told exchanges that it will challenge in the Securities Appellate Tribunal (SAT) the Securities Exchange Board of India (SEBI) order on disclosing the outcome of the annual general meeting held in December.
The market regulator on March 7 ordered Dish TV India to disclose the results of the annual general meeting (AGM) voting held on December 30 within the next 24 hours.
The regulator directed depositories to freeze demat accounts of the directors and compliance officer of the company immediately until AGM voting results were disclosed to exchanges or till further orders, whichever was earlier.
The regulator said that the company had to show cause also why further appropriate directions should not be issued against it for alleged non-disclosure to stock exchanges and ignoring SEBI's advisory and the Bombay High Court order.
The AGM results are crucial considering that financial creditors led by Yes Bank and IndusInd Bank are believed 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 holds a 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, 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.
In February, the SEBI had warned Dish TV with regulatory action for failing to disclose the results of AGM. The order came after the firm failed to disclose the results even after 37 days of the meeting.
In the interim order, SEBI said there was no restraint imposed by Bombay High Court on the firm from declaring voting results but Dish TV had failed to do so.
The regulator also said the directors 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.”
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