SEBI freezes demat of Dish TV directors; orders AGM results within 24 hours

The Securities and Exchange Board of India (SEBI), in an interim order on Monday, directed Dish TV India to disclose the results of its annual general meeting (AGM) held on December 30, 2021 within 24 hours.

SEBI said Dish TV's "compliance officer Ranjit Singh shall immediately, and in any case not later than 24 hours from delivery of this order, ensure compliance" with SEBI's Listing Obligation and Disclosure Requirements (LODR) regulations by disclosing the voting results of the AGM to both the exchanges.

The depositories shall immediately freeze the demat accounts of the directors and the compliance officer of the company till the time the voting results of the AGM held on December 30, 2021 are disclosed on the stock exchanges, SEBI said.

The capital markets regulator further said the company has to show cause as to why further appropriate directions should not be issued against them and why appropriate penalty shall not be imposed for alleged non-disclosure to the stock exchanges and non-compliance of SEBI's advisories and the Bombay High Court order.

This comes after Yes Bank lodged a complaint on December 31, 2021 alleging that Dish TV has wrongfully withheld the results of voting on various proposals put forth in its annual general meeting held on December 30, 2021. IndusInd Bank had also asked SEBI to take action against Dish TV for non-compliance of rules.

Yes Bank holds a 25.63% stake in Dish TV after the lender seized pledge shares held by the company's two promoter entities -- WCA LLP and Direct Media Distribution Ventures. The private bank had extended loans of ₹5,270 crore to 10 different Essel Group entities between 2015 and 2018.

As per Dish TV's latest quarterly shareholding pattern, the promoters hold 5.93% of the paid-up equity share capital and the public shareholders hold 94.07% of the paid-up equity share capital of the company. In the list of public shareholders, Yes Bank and IndusInd Bank are among the largest shareholders holding 24.78% and 3.78% of the paid-up equity share capital of the company respectively.

SEBI first sought an explanation from Dish TV for non-compliance with LODR regulations of January 17. In its reply, the company stated that the issue of declaration of results of the AGM was "sub-judice" before the Bombay High Court.

However, the regulator observed that there was no order passed by the Bombay High Court prohibiting or restraining the company from disclosing the outcome of the AGM. On February 9, the regulator once again reminded the company about its statutory obligation towards shareholders and other stakeholders and its failure to act in compliance with the provisions of LODR rules.