Dish TV AGM: Testing time for Chandra family's hold over DTH player

The annual general meeting of leading DTH service provider Dish TV will be held on Thursday, having postponed twice before amid an ongoing fight between Subhash Chandra family-led promoters and its single largest shareholder Yes Bank Ltd (YBL).

At its 33rd AGM, Dish TV management is seeking shareholders' nod for reappointment of Ashok Kurien on the board besides the adoption of financial statement of the company, which is facing a notice from YBL for reconstitution of the board by removing its Managing Director Jawahar Goel and four other directors from the board.

The matter has already been taken by YBL before the Mumbai Bench of the National Company Law Tribunal, which had last week in its hearing did not pass any order over Dish TV's plea to stay the Yes Bank's right to vote in the AGM.

YBL, which holds a 24.19 per cent share of Dish TV, has moved the NCLT after the board of Dish TV rejected YBL's requisition notice to convene EGM to reconstitute the board.

This would be a testing time for the Chandra family's control over Dish TV, which is a leading player in the Direct-to-Home segment.

In the AGM, Dish TV has proposed three resolutions adoption of standalone and consolidated accounts for FY21, re-appointment of non-executive and non-independent director Ashok Kurien and ratifying the remuneration of cost auditors.

The matter has also divided opinion of three advisory firms Stakeholders Empowerment Services (SES), Institutional Investor Advisory Services (IiAS) and InGovern.

While IiAS and SES have advised the shareholders to vote against the resolutions, InGovern has asked the members to support the management and recommended voting in favour of Dish TV India's three resolutions.

Kurien has been a member of the audit committee of Dish TV since May 2018 and the statutory auditors have qualified their opinion on internal financial controls citing material weaknesses in the company's internal financial controls, said IiAS.

We note that the statutory auditors had issued a qualified opinion on Dish TV's FY20 financial statements on similar grounds. We believe, Ashok Mathai Kurien, being a part of the audit committee, is accountable for the inadequacies in the internal financial controls. We recommend voting against his reappointment," said IiAS.

Kurien was on the board of Zee Entertainment Enterprises Limited (ZEEL) and there also IiAS had not supported his reappointment to ZEEL's board which was to be presented to shareholders at ZEEL's 2021 AGM.

Kurien resigned from the board of ZEEL on September 13, 2021, one day prior to ZEEL's 2021 AGM, IiAS said.

According to media reports, SES has also asked shareholders to vote against the reappointment of Kurien.

On the other hand, InGovern has supported the management and has recommended voting in favour of Dish TV India three resolutions comprising adoption of annual accounts and reappointment of Kurien.

"There are no new adverse qualifications in FY2020-21 and shareholders should consider consolidated financial statements for obtaining a holistic picture of the financials of any company," it said.

Over the proposal for re-appointment of Kurien, InGovern said,"We recommend shareholders vote for this proposal.