Dish TV calls EGM to seek shareholders' approval to appoint directors

DTH operator Dish TV on Monday said it has called for an extraordinary general meeting on December 22 to seek shareholders' approval to appoint directors.

The company -- which had in July rejected the second demand for calling an extraordinary meeting (EGM) by minority shareholders, citing non-fulfilment of the minimum requirement of stakeholding -- said its board of directors at their meeting held on Monday considered and approved the convening of an EGM of its equity shareholders on December 22, 2023, at 12:30 pm.

The EGM will be conducted through video conferencing and other audio-visual means, Dish TV said in a regulatory filing without disclosing the reasons for convening the meeting.

When contacted, a company spokesperson said the EGM has been convened to seek approval for the appointment of directors and details would be shared in due course.

Last week, the company was fined Rs 5.14 lakh each by bourses BSE and National Stock Exchange over composition and lack of quorum for its board meeting for the quarter ended September 30, 2023.

In response to the fines imposed, Dish TV's board said owing to the non-approval of the appointment of four independent directors by the shareholders at the EGM held on March 3, 2023, and the resignation of independent director Zohra Chatterji with effect from June 2, 2023, the board strength from the period March 3, 2023, has been less than six directors as mandated by the SEBI Listing Regulations.

The board appointed Veerender Gupta as executive director of the company on June 26, 2023, but "vacated the office" on the basis of the votes cast by shareholders at the 35th Annual General Meeting held on September 25, 2023, it added.

Further, independent director Rashmi Aggarwal also vacated office upon completion of the prescribed term under the Companies Act 2013, with effect from September 25, 2023, it said.

The Dish TV board at its meeting held on September 21, 2023, approved the appointment of Aanchal David as Independent Director with effect from September 26, 2023.

Similarly, it also appointed Rajesh Sahni and Virender Kumar Tagra as non-executive non-independent directors, with effect from September 29, 2023, at its meeting held on September 29, 2023.

The board had also approved the reappointment of Shankar Aggarwal as an independent director for a second term of five years with effect from October 25, 2023, at its meeting held on October 21, 2023.

All these appointments are subject to shareholders' approval.

The company, board and management have continuously taken the required steps to ensure compliance with relevant regulations and said the "non-compliance in reduction of directors" is beyond their control.

Earlier in July this year, Dish TV -- which has been facing a prolonged tussle between the Subhash Chandra-led promoter family and its erstwhile largest shareholder Yes Bank Ltd (YBL) -- had rejected the second demand for an extraordinary meeting by minority shareholders, citing non-fulfilment of the minimum requirement of stakeholding in the company.

Chandra's family-led promoter and promoter group holds a mere 4.04 per cent share and is in a tussle with YES Bank over the reconstitution of the board.

YBL was Dish TV's largest shareholder until it sold its 24.2 per cent stake to JC Flowers Asset Reconstruction Pvt Ltd.

Over the past few occasions, Dish TV shareholders have jostled down the company's proposals to approve the new appointments on the board in EGM.

On three previous occasions, shareholders had rejected several proposals, including the reappointment of Jawahar Lal Goel as Managing Director in June 2022 and the adoption of financial statements for 2020-21 (Apr-Mar) and 2021-22 in September 2022.