Dish TV shareholders reject four resolutions

This is the fifth instance in the last nine months where investors have forced out a board member of the satellite TV service provider.

Another independent director, Bhagwan Das Narang, has retired, leaving the board with only two independent directors, which raises questions about the company’s future.

At Dish TV’s annual general meeting on Monday, investors voted against four of the six resolutions. Subsequently, the board decided to defer the next shareholder meeting indefinitely. The two resolutions approved by Dish TV shareholders were about the remunerations of the auditor for FY22 and FY23.

While 84.5% of shareholders voted against adopting financial statements for the year ended March 2021, 77% rejected the resolution seeking approval of financial statements for last year. Nearly 77% of the shareholders rejected the appointment of Mohan, who was inducted to the board in July. “In view of the aforesaid voting results, on account of non-approval of agenda items relating to -(a) adoption of financial statements (standalone and consolidated basis) for 2020-21 and (b) adoption of financial statements (standalone and consolidated basis) for 2021-22 the present AGM stands adjourned sine die for the said items,” Dish TV said in a filing to the exchanges.

It is rare for the shareholders of a large listed firm to reject financial statements made by the company, according to proxy advisory firms. Before it went bust, Jet Airways saw investors rejecting the resolution seeking the adoption of financial statements in 2021. However, a bigger challenge for Dish TV is its depleted board. Shankar Aggarwal and Rashmi Aggarwal are the only two independent directors on the board.

Last week, Dish TV chairman Jawahar Goel stepped down after investors rejected his continuation as managing director. Goel, along with chief executive officer Anil Dua and independent director Rajagopal Venkateish faced the ire of investors in June when the three resolutions on their appointment were rejected. In December 2021, investors also rejected the reappointment of non-executive director Ashok Kurien.

“The big challenge is how the current Dish TV board, comprising only two independent directors, will reconstitute the board,” said Amit Tandon, founder and managing director, Institutional Investor Advisory Services India Ltd, a Mumbai-based proxy advisory firm.

Essel Group founder Chandra had borrowed more than ₹5,000 crore from Yes Bank. After Chandra failed to service the loans, the lender invoked the pledged shares of Dish TV to become the largest shareholder with a 24.78% stake. On 5 September 2021, Yes Bank, citing corporate misgovernance, sought the reconstitution of the Dish TV board, including the removal of current directors and the induction of seven new directors. Dish TV, however, denies any wrongdoing.

Even as Yes Bank and Dish TV continue to battle for control of the board, shares of the Chandra family continue to be sold by the creditors.