Dish TV shareholders reject two director appointments

Shareholders of Dish TV India Ltd approved the appointment of Manoj Dobhal as chief executive officer on Friday but rejected the candidature of two independent directors, taking the count of directors booted out by shareholders to 18 since September 2021.

An extraordinary general meeting (EGM) of shareholders saw 83% of shareholders reject the appointment of Mukesh Chand and Manish Khandelwal as independent directors, according to voting disclosures shared with the exchanges.

But 84% stamped their approval of Dobhal, who was entrusted with the job by Dish TV in May last year.

On Monday, the Shubhash Chandra family-promoted company appointed Garima Bharadwaj and Azeezuddin Mohammad as independent directors, likely in anticipation of what has become an all-too-familiar voting pattern at Dish TV EGMs.

Board Appointments
To be sure, the appointment of Bharadwaj and Mohammad is yet to be approved by the ministry of information and broadcasting, as required for directors and senior executives at television broadcasting companies. However, as Dish TV was left with just one director on the board, the company in a filing to the exchanges said that their appointment “becomes effective immediately i.e. from June 14, 2024.”

Both these directors’ appointments will be put before shareholders to vote in the next three months.

Last month, another director, Ritu Kaura, who was appointed as an independent director in March, resigned.

Leadership Changes
Over the past 33 months, Dish TV has refused to convene a special shareholder meeting while minority investors have booted out 18 directors, including former chief executive Anil Dua and chairman Jawahar Goel.

The deadlock between shareholders and the promoters at Dish TV dates back to September 2021, when Yes Bank Ltd, the largest shareholder, pressed the board of Dish TV to convene a special shareholder meeting. It was seeking a reconstitution of the board, expressing its unhappiness with the way the company was run.

Jawahar Goel, who owns 4.04% of Dish TV, is facing shareholders’ wrath over what they believe is poor corporate governance. Shareholders have raised concerns about the company’s investments in its OTT (over-the-top) platform Watcho and the composition of the board, among other issues.

Dish TV has denied any wrongdoing.

Chandra, the elder brother of Goel and chair of the Essel Group, had borrowed about ₹5,000 crore from Yes Bank in 2016. His inability to service the loans made the lender invoke the nearly 25% shares that were pledged as guarantees. In December 2022, Yes Bank transferred its shares to JC Flowers Asset Reconstruction Co., which became the largest shareholder with a 24.19% stake in the company.

Last year, Chandra agreed to pay ₹1,500 crore against dues of ₹6,500 crore to JC Flowers to buy back the shares. But Chandra is still to pay back the entire amount to JC Flowers, making the largest shareholder continue to vote against the director appointments. LiveMint