The shareholders of direct-to-home (DTH) company Dish TV on Friday rejected the special resolutions that were part of the extraordinary general meeting (EGM) agenda. These included re-appointments of Jawahar Goel as managing director (MD) and Anil Dua as whole-time director of the company. The appointment of R C Venkateish as an independent director of the Essel group entity was also rejected.
However, Goel would remain a non-executive director of the company and Dua the chief executive officer, Dish TV informed stock exchanges in a filing.
The rejection comes amid attempts by a Dish TV promoter group entity to restrain YES Bank, the largest shareholder, from voting at the EGM. The Bombay HC had on Thursday dismissed World Crest Advisors LLP’s appeal against YES Bank’s voting rights. It was the second time in a week that this plea had been turned down.
According to voting results announced on Friday evening, 78.9 per cent of the shareholders voted against Goel’s re-appointment, 26.10 per cent against Dua’s and 73.25 per cent against Venkateish’s. Dish TV, according to proxy advisory firms, needed 75 per cent of shareholders’ votes in its favour to push through the three resolutions.
Experts said the company would now have to take cognizance of the results. “The board will have to propose a managing director acceptable to all shareholders,” said Shriram Subramaniam, founder and MD of proxy advisory firm InGovern Research Services.
According to the shareholding pattern for the quarter ended March 31, YES Bank owns a 24.78 per cent stake in Dish TV, while the promoters hold 5.93 per cent.
This is the second time in six months that Dish TV shareholders have rejected the company’s resolutions. Voting results after the company’s annual general meeting (AGM) on December 30, 2021, had shown that 77.6 per cent of the shareholders voted against the adoption of annual accounts, and 78.9 per cent against the re-appointment of Ashok Kurien to the company’s board. And, 53.4 per cent of the shareholders had voted against paying remuneration to cost auditors for the 2021-22 financial year.
“There is a dispute between YES Bank and Dish TV promoters, so getting the special resolutions passed was clearly a challenge,” Subramaniam said.
YES Bank claims that it extended Rs 5,270 crore worth of loans to 10 Essel group entities between 2015 and 2018 against shares pledged by the promoters. Owing to repayments issues, it subsequently took ownership of these shares. These entities included Dish TV, in which it was the largest shareholder.
For his part, Essel group chairman Subhash Chandra had told Business Standard in a March interview that promoter group entities owed only Rs 4,200 crore to YES Bank and that the dispute was hurting Dish TV’s business and stakeholders.
Chandra also said the group was open to exploring multiple options to settle the dispute. These included buying back shares held by the bank, merging Dish TV with one of the rivals – such as Airtel or Tata Play – and appointing a mediator to resolve differences.
Earlier in the day, Dish TV shares rose 10.66 per cent on the BSE to end the day at Rs 12.04 apiece.