Market regulator Securities and Exchange Board of India (SEBI) has asked Dish TV to “immediately” disclose the results of its Annual General Meeting held on December 30, 2021. This after the Bombay High Court allowed the company to put its results under seal until the ongoing legal battle between Yes Bank and the Dish promoter-backed World Crest Advisors LLP is resolved. As a result, the AGM outcome has not been declared nearly six weeks after its conclusion, when according to Sebi rules, AGM results need to be declared within two days of the event.
The letter sent by the regulator to the DTH company February 9 said, “Company (Dish TV) is once again called upon to disclose the voting results of the AGM held on December 30, 2021, immediately as the disclosure has already been delayed by 37 days.”
Dish TV’s responded to Sebi saying, “the issue of declaration of results of the AGM conducted on 30.12.2021 to be declared by Dish TV India Limited is sub-judice before the Hon’ble High Court of Bombay in the aforementioned two applications. The Hon’ble Court has admitted / issued notice on the two applications filed in the said matter, pleadings have been completed by all parties, and the matter has been listed for arguments.”
‘Matter is sub-judice’
Dish further added, “Thus, very issue of declaration of results of the AGM conducted on 30.12.2021 is in fact sub-judice before the Hon’ble High Court, which has taken cognizance of the matter, and will be hearing the arguments of the parties shortly, and issue its decision.” The next hearing on the matter is scheduled for Thursday, February 17.
SEBI however believes that refusing to declare the results because the matter is sub-judice in court does not stand. Sebi said, “the obligations of a listed entity as specified in the Sebi….. require every listed entity to abide by all the provisions of the applicable laws, make specified disclosures and follow their obligations in letter and spirit in the interest of all stakeholders. Further, Regulation 44(3) requires the listed entity to submit the voting results within two working days of conclusion of the general meeting. “
‘Non-compliant with regulations’
Sebi believes that Dish is failing to comply with the provisions of regulation 44(3) of the SEBI LODR as the company has failed to declare the voting results of the December AGM, in spite of there being no prohibitory restraint order from the Court.
For the past few months, Dish TV promoters have been embroiled in a conflict with its single largest shareholder Yes Bank over corporate misgovernance issues. Yes Bank asked to remove all of Dish TV’s board of directors in September 2021, alleging the board to be promoter controlled, even as they hold only 6 per cent of the company share.
Since then, the Dish TV AGM was postponed from September to December and the promoters initiated legal battles against the bank in the National Company Law Tribunal as well as the Bombay High Court, to block the corporate bank from voting in the AGM. The Mumbai bench of the NCLT as well as the Bombay High Court allowed the Yes Bank to vote in the AGM, however the High Court order came with a caveat, where the results of the AGM would be subject to BHC’s decision on this matter. Thus the AGM voting results were sealed at the behest of World Crest, (Dish TV promoters), by the High Court.