Dish TV shareholders reject two director nominations

Bengaluru: Shareholders of Dish TV India Ltd on Friday approved the appointment of Manoj Dobhal as CEO but rejected the nomination of two independent directors, taking the number of directors removed by shareholders to 18 as of September 2021.

At the extraordinary general meeting (EGM), 83% shareholders rejected the appointment of Mukesh Chand and Manish Khandelwal as independent directors, according to voting information shared with stock exchanges.

However, 84% approved of Dobhal, who was appointed to the position by Dish TV last May.

On Monday, the Shubhash Chandra family-promoted company appointed Garima Bharadwaj and Azeezuddin Mohammad as independent directors, possibly in anticipation of the all-too-familiar voting pattern during Dish TV’s EGM.

Management Board nominations

Of course, the appointment of Bharadwaj and Mohammad is yet to be approved by the Ministry of Information and Broadcasting, as required for directors and senior management at television stations. However, since only one director remained on the Dish TV management board, the company reported in a filing to the stock exchanges that his appointment “will become effective immediately, i.e. from June 14, 2024.”

The nominations of both directors will be subject to a shareholder vote within the next three months.

Another director, Ritu Kaura, who was appointed as an independent director in March, resigned last month.

Leadership changes

Over the past 33 months, Dish TV has refused to call a special shareholder meeting while minority investors fired 18 executives, including former CEO Anil Dua and chairman Jawahar Goel.

The impasse between Dish TV’s shareholders and promoters dates back to September 2021, when its largest shareholder Yes Bank Ltd pressed the Dish TV board to call an extraordinary shareholders’ meeting. She demanded the reconstruction of the management board, expressing her dissatisfaction with the way the company was run.

Jawahar Goel, owner of 4.04% of Dish TV, is facing shareholder anger over what they say is poor corporate governance. Shareholders expressed concerns, among others: regarding the company’s investment in the OTT (over-the-top) platform Watcho and the composition of the management board.

Dish TV has denied any wrongdoing.

Chandra, Goel’s elder brother and chairman of the Essel Group, borrowed approximately ₹5,000 crore from Yes Bank in 2016. The inability to service the loans forced the lender to invoke nearly 25% of the 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 24.19% of the company.

Last year, Chandra agreed to pay ₹1,500 crore in return for contributions ₹6,500 crore to JC Flowers for share buyback. However, Chandra is still expected to repay the full amount to J.C. Flowers, causing the largest shareholder to continue to vote against the nomination of directors.