Dish TV board rejects demand for EGM meet to remove directors

MUMBAI: Dish TV India Ltd, the satellite television provider owned by media mogul Subhash Chandra's Essel Group, announced on Thursday that its board has firmly dismissed a request from a specific shareholder group. The demand entailed organizing an extraordinary general meeting (EGM) aimed at restructuring the company's board and ousting two independent directors, raising concerns about their impartiality.

On 15 May, a notice for an EGM was sent by 77 shareholders of Dish TV, representing 10.15%. The shareholder lobby had proposed to nominate K Badri Narayanan, Satis Kumar Yanmandra, and Jeet Sen Gupta as independent directors on the board of the Essel Group firm. Besides, it had also sought the removal of two independent directors -- Shankar Aggarwal and Rashmi Aggarwal -- from the board of the company.

However, on Thursday, Dish TV said in an exchange filing that the board had to turn down the EGM demand as it found that the requisition notices submitted by the 77 shareholders were invalid.

“Upon careful examination, the board identified several flaws in the requisition notices,” said Dish TV’s board.

“Firstly, four of the notices were not issued by shareholders listed on Dish TV's register of members. Additionally, seven notices were submitted in duplicate, with the originals missing. Furthermore, eleven notices were submitted by entities such as companies, trusts, and partnerships, without the necessary authorization from the respective board of directors or governing body allowing the individuals to call for an EGM,” said Dish TV’s board in the filing.

As a result of these defects, the effective shareholding amounts to be less than the minimum threshold of 10%, which is required to become entitled to call for an EGM in a listed company.

However, the same group of 77 shareholders are entitled to either send a fresh EGM requisition notice or avail a legal recourse.

In September last year, private lender Yes Bank Ltd, which was Dish TV’s largest shareholder, approached the Bombay High Court seeking a directive for the satellite TV provider to conduct a special shareholder meeting.

Earlier in November 2021, Yes Bank approached the Mumbai bench of the National Company Law Tribunal (NCLT) for directions to convene an EGM.

In December, Yes Bank had transferred all of its stake in Dish TV to JC Flowers Asset Reconstruction Co, along with the underlying loan that was disbursed to Subhash Chandra’s Essel group companies.

Dish TV shares closed marginally down at ₹14.15 apiece on the NSE.