Dish TV rejects minority shareholders' demand for EGM

Dish TV said its board has rejected the second demand for calling an extraordinary meeting by minority shareholders citing non-fulfilment of the minimum requirement of stakeholding in the company.

The board, at its meeting held on July 3, 2023, had advised the management to obtain opinions from external and independent experts to consider whether the requisition notice received on June 29, 2023, met the criteria for a valid requisition under the applicable provisions of the Companies Act, 2013 to call an EGM, Dish TV said in a regulatory filing.

Subsequently, at its meeting held on Wednesday the board considered the requisition notice received on June 29, 2023, on the backdrop of "advice obtained from independent and eminent experts on this issue", the company said.

Dish TV said its board noted that 52 individual requisition notices (IRNs) have been received in photocopy and not in original. The original of the said 52 IRNs formed part of the requisition notice of May 15, 2023, which was not accepted by the board in totality.

The board has concluded that the 52 IRNs cannot be considered valid for the purposes of the requisition received on June 29, 2023, since the requisition of May 15, 2023, was invalidated in totality.

"In view of the abovementioned invalidity, the collective shareholding of the valid IRNs forming part of the requisition received on June 29, 2023, does not fulfil the requirement of holding at least 10% of the share capital of the company for calling an EGM, as prescribed under Section 100 of the Companies Act, 2013," the filing said.

Therefore, the board has decided that the EGM cannot be called due to numerical and procedural invalidity, it added.

Speaking with PTI, Dish TV CFO Rajeev K Dalmia said it was the second attempt made by the minority shareholders to call for an EGM but the percentage of valid shareholding was only 6.5 %.

"We will communicate the same to the shareholders to re-examine and revalidate the notice so that we can consider a fresh notice going forward," he added.

When asked about issues raised by minority shareholders over corporate governance and demand for the removal of two independent directors -- Shankar Aggarwal and Rashmi Aggarwal, questioning their independence due to their long-term association with Dish TV and Essel group, Dalmia said the matter is being dealt with separately.

"We are separately dealing with it by way of a letter because that was not the cause of the EGM. That was just an assertion from their side, directors are replying to that communication," he said.

The allegation by the minority shareholders over the two independent directors is "without any facts" and directors are "giving a reason why it is not valid and it is not substantiated with facts and figures. It is only just a viewpoint which they have reached", Dalmia added.

Dish TV is embroiled in a tussle between its largest shareholder Yes Bank (YBL) and the promoter family led by its former chairman Jawahar Lal Goel over board representation in the company.

The company has been unable to pass its annual statements for the last two years and the feud has led to the departure of its former promoter-backed chairman Jawahar Lal Goel.

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