Market Regulator Securities and Exchange Board of India (SEBI) on March 7 Pre-ordered Dish TV India Ltd. to declare the results of the annual general meeting (GMS), held on December 30, in the next 24 hours. The regulator also directs deposition to freeze the Board of Directors’ Demat accounts and company compliance officials immediately until the AGM voting results are disclosed on the Stock Exchange or until further orders, which are early.
Regulators also published show notices to promoters and directors of the company including, Jawahar Lal Goel, Chair and Managing Director, Ashok Mathai Kurien, Non Executive Director, Bhagwan Das Narang, Independent Director of Non Executive, non-Executive Independent, non-Executive, Independent Director, Anil Kumar Dua, Executive Director and Chief Executive Officer, Rashmi Aggarwal, a non-executive independent female director Ranjit Singh, Corporate Secretary and Compliance Officer.
“Considering observations and allegations of the prime-facie mentioned in the current order, entities No. 1 to 8, as listed at the beginning of this sequence, hereby are called to show the reason why the direction is further under the provisions of Part 11 (1), 11 (4) and 11b (1) the laws may not be issued to them and also why the right penalty will not be charged “, the order said.
The command came after SBI received complaints from the bank and other shareholders, alleged that TV Dish had incorrectly resist the results of voting on various proposals submitted at the GMS.
Earlier in February, SBI has warned of acts of Dish TV regulations for failing to reveal the results of the GMS. The order came after the company failed to reveal the results of AGM voting even after 37 days of meeting.
In a temporary order, Sebi noted that no restraints imposed by the Bombay High Court in the company from stating the results of voting and even so, Dish TV had failed to reveal results. The regulator also said directors failed to comply with regulatory provisions. “The Board of Directors must have stepped up to ensure that the company makes the necessary disclosures as needed by law and comply with all applicable legal provisions”, the order said.
“However, there are no ingredients that are noted to suggest that the Board of Directors have issued their duties as expected based on LODR regulations, including establishing a culture to ensure high corporate governance and disclosure standards; acting for the best interests of the registered entities and shareholders”, added Sebi .
According to Sebi regulations, all enities registered are mandated to submit the results of the voting within two days after AGM concluded. Orders came when Dish TV fought against legal battles with the largest shareholders, yes Bank Ltd., against the disclosure of the GMS.
AGM results are very important considering financial creditors led by Bank YES and Bank Indusind are expected to vote for three resolutions: Adoption of financial statements 2020-21, the re-appointment of Ashok Kurien as Director, and approval of fees for the auditor. Yes, the bank is currently accommodating 24.78 percent of the shares while Bank Indusin has 3.78 percent of the shares in Dish TV.
The rejection of the resolution will reject the Dish TV to continue its plan to collect RS 1,000 Crore through the Rights Issue, which is the beginning of the legal battle between Dish TV and the Bank. Yes Bank wants to rearrange the Dish TV board, citing company governance irregularities.