Dish TV AGM: Firm to file shareholder voting results with Bombay HC

Dish TV India will submit the outcome of shareholders' voting on the re-nomination of one of its directors Ashok Kurien at its Annual General Meeting (AGM) held on Thursday with the Bombay High Court for further directions as it is locked in a legal tussle with its largest shareholder Yes Bank over ownership of the company's shares as part of a larger battle about the direct-to-home broadcaster's management.

World Crest Advisors LLP (a Dish TV promoter entity) had filed a suit against Yes Bank and Catalyst Trusteeship Limited at the Bombay High Court on December 18, arguing that it is the owner of the company shares held by Yes Bank. The court, however, rejected the ad interim request and allowed Yes Bank to vote at the AGM. But the court also directed that result of the AGM will be subject to the outcome of the next hearing in the case scheduled for February 3.

For its 33rd AGM, Dish TV had proposed three resolutions - adoption of standalone and consolidated accounts for FY21, re-appointment of non-executive and non-independent director Ashok Kurien and ratifying the remuneration of cost auditors - for shareholders' approval.  

The bank became the largest shareholder in the company with 24.78 per cent share after Dish TV defaulted on the repayment of its Rs 5,270 crore loan. It is now keen to reconstitute the board by removing Dish TV Promoter and Managing Director Jawahar Goel and four other directors from the board.

The promoters, on the other hand, own only 5.93 per cent which gives them limited say in the proceedings, unless they marshall the support of other shareholders.

Kurien, whose re-nomination is in question, did not attend Thursday's AGM. He had also resigned from the board of TV network Zee Entertainment Enterprises Ltd (ZEEL) a day before the company's AGM I September. Both Zee and Dish TV are part of media mogul Subhash Chandra-led Essel Group. Dish TV's Jawahar Goel is Zee promoter Subhash Chandra's younger brother.

Proxy advisory firm InGovern has recommended voting in favour of Dish TV India's three resolutions, while IiAS and SES advised the shareholders to vote against the resolutions. "We note that the statutory auditors had issued a qualified opinion on Dish TV's FY20 financial statements on similar grounds. We believe, Ashok Mathai Kurien, being a part of the audit committee, is accountable for the inadequacies in the internal financial controls. We recommend voting against his reappointment," said IiAS. The firm had not supported Kurien's reappointment to ZEEL's board either.  

A similar boardroom battle was being played between the ZEEL and its largest shareholder Invesco, with the latter wanting to remove Zee MD& CEO and Subhas Chandra's son Punit Goenka along with Zee's entire board of directors.

Eventually, Punit Goenka struck a merger deal -- one of the largest in the media and entertainment space -- with another media behemoth Sony Pictures Networks India (SPNI). It essentially cut down the Invesco challenge, ensuring the family's continued involvement in the business, despite owning just 3.9 per cent equity in the company.

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