Entire Dish TV board ousted in shareholder coup

Shareholders of Dish TV India Ltd rejected the candidature of its remaining four independent directors, a rare instance at a listed company that found itself without a functional board for a brief while.

Over 71% of shareholders voted against appointing Rajesh Sahni, Virender Tagra, Aanchal David and Shankar Aggarwal at Friday’s extraordinary general meeting (EGM), the country’s third-largest satellite television provider said in a stock exchange disclosure.

Subsequently, Dish TV appointed Sanjay Khanna as non-executive independent director and Ravi Bhushan Puri as executive director. Both were named by the board on 18 December, likely in anticipation of an upset at the upcoming EGM.

Khanna and Puri were inducted before approval from the ministry of information and broadcasting, which is mandatory for directors of all television broadcasters. However, Dish TV managed to induct the two as its board strength fell below the statutory minimum requirement of three members.

With Friday’s action, a total of 13 directors have been booted out from Dish TV by shareholders since September 2021, when Yes Bank, the then-largest investor, raised the banner of revolt.

The list of ousted directors includes Dish TV managing director Jawahar Goel, younger brother of Subhash Chandra, whose candidature was rejected in September last year.

Goel, who owns 4.04% of Dish TV, is facing displeasure from shareholders unhappy with what they believe is poor corporate governance. Shareholders have raised concerns around the company’s investments in its OTT (over-the-top) platform Watcho and the composition of the board, besides other issues.

Dish TV has denied any wrongdoing.

“Unless shareholders and the promoters sit across a table and come to an agreement on directors, this churn will continue," a senior advisor at a proxy advisory firm said on the condition of anonymity.

The tussle traces its roots to September 2021 when Yes Bank, then its biggest shareholder, sought to reconstitute Dish TV’s board. Essel Group founder Chandra had borrowed more than ₹5,000 crore from the private lender, but his inability to repay the loans prompted the bank to invoke the shares of Dish TV that were pledged as collateral.

In December 2022, Yes Bank transferred its shares to JC Flowers Asset Reconstruction Co., which became the largest shareholder with a 24.19% stake in the company.

Proxy advisory firm Institutional Investor Advisory Services (IiAS) had recommended voting against the appointments, while noting that these appointments were in line with statutory requirements. It had recommended voting against them on the grounds that the company has in the past failed to address concerns raised by its shareholders, including their request to call an EGM.

Queries sent to Dish TV on the development remained unanswered.

Over the last 30 months, at least two requests by the shareholders to convene an EGM to remove some directors and appoint a fresh set of independent directors were rejected by the company on various technical grounds.

The company, meanwhile, had failed to induct shareholder-nominated directors despite receiving necessary government approvals, Mint reported in March.