Dish TV-Yes Bank stalemate continues as company refuses to bring in directors proposed by largest shareholder

On Tuesday, Dish TV told exchanges that it had agreed to bring in three independent directors, Sunil Gupta, Madan Mohanlal Verma and Gaurav Gupta, even as it decided to call its Annual General Meeting on December 29.

But many investors believe that all three directors risk being ousted as Dish TV has not considered getting a single director from the list of seven directors first proposed by Yes Bank in its letter dated September 5 last year. .

“Investors will once again be forced to reject the appointment of these directors simply because the company is not listening to its shareholders and acting unilaterally in establishing the board,” said one investor, on condition of anonymity.

The investor owns a little more than 1% of Dish TV.

Yes Bank, which owns 24.78% and is Dish TV’s largest single shareholder, alleged corporate mismanagement and sought reconstitution of Dish TV’s board.

For this reason, since December last year, shareholders have voted against the re-election of Ashok Kurien, former Dish TV Chairman Jawahar Goel and CEO Anil Dua. During this time, shareholders rejected the induction of two other independent directors that Dish TV wanted on the board.

Consequently, Dish TV’s board now has just two independent directors, Shankar Aggarwal and Rashmi Aggarwal (both are unrelated) and this is less than the minimum number of six directors stipulated by the Securities and Exchange Board of India, the regulator. From the market. For this reason, both the Bombay Stock Exchange and the National Stock Exchange imposed a $4,60,000 fine on Dish TV last month.

In August, Dish TV said it would bring in three independent directors, Sunil Gupta, Uday Varma and Madan Mohanlal Verma. At the same time, the company also said that Girish Paranjpe, Arvind Nachaya Mapangada and Haripriya Padmanabhan could also be included on the board. Later, Dish TV said that the six directors could join the board after the Ministry of Information and Broadcasting approved their candidacy.

Paranjpe, Mapangada and Padmanabhan were among the seven directors that Yes Bank had nominated in September last year when, alleging corporate mismanagement, it requested the reconstitution of Dish TV’s board.

“It has been about four months and the company has not shared any updates on what happened with the MIB approval of the three directors proposed by Yes Bank,” said another investor, who owns just over 0.5% of the shares. Actions.

But at least one proxy notice believes the onus falls on Dish TV’s largest shareholder to end this deadlock.

“Look, the responsibility lies with Yes Bank. They are the largest shareholder. They need to assert themselves much better and engage with the company and the regulators to get some board members so the company can function better,” said Amit Tandon, founder and CEO of IiAS, the proxy advisory firm.

Dish TV finds it difficult to include directors on the board as the numbers are against it: Chandra’s younger brother Goel owns 4.04% of the shares, while Yes Bank is the largest shareholder.

Yes Bank’s petition is expected to be heard before a company court in Mumbai on December 12 asking the court to order Dish TV to call an extraordinary general meeting.