Capital markets regulator Sebi on Monday directed Dish TV India Ltd to immediately disclose the results of its annual general meeting (AGM) held on December 30, 2021 to the exchanges.
The order comes after Sebi received complaints from Yes Bank Ltd (YBL), IndusInd Bank and other shareholders alleging that Dish TV has wrongfully withheld the results of voting on various proposals put forth in the AGM.
Yes Bank and IndusInd Bank are among the largest shareholders, holding 24.78 per cent and 3.78 per cent of the paid-up equity share capital of the company respectively, as of the quarter ended December 2021.
In its interim order, Sebi noted that there was no restraint imposed by the Bombay High Court on the company from declaring the voting results. Despite this, Dish TV, which is part of the Essel Group, failed to disclose the AGM results.
Under the LODR rules, the company was required to disclosed the voting results of the AGM in the prescribed format within two working days -- on or before January 3, 2022.
Accordingly, Sebi said compliance officer Ranjit Singh shall immediately, and in any case not later than 24 hours, ensure compliance with the LODR (Listing Obligations and Disclosure Requirements) Regulations by disclosing the voting results of the AGM to both the exchanges in the format prescribed.
Further, the depositories have been asked to immediately freeze the demat accounts of the directors and the compliance officer of the company till the time the voting results of the AGM are disclosed or till further orders, whichever is earlier.
Also, the scrutiniser Jayant Gupta, partner of Jayant Gupta & Associates, shall forthwith, and in any case not later than 24 hours, provide a copy of the report on the voting results of the AGM to the exchanges.
In addition, Sebi has called upon the company to show cause as to why further appropriate directions should not be issued against Dish TV and its directors in the matter.
The controversy pertains to the invocation of pledged shares by Yes Bank.
Certain entities of Essel Group had taken loans in the range of thousands of crores from the bank, which upon default caused the invocation of the shares pledged as security for such loans. This resulted in the alleged transfer of ownership of such shares in the name of Yes Bank.
WCA LLP is a promoter group entity of the company which is involved in a dispute with Yes Bank on the ownership of these pledged shares.
Further, Yes Bank has, from time to time, brought to Sebi's notice, various actions and litigations (allegedly frivolous), taken by the promoters to prevent the lender from exercising its voting rights at the AGM of the company, Sebi noted.
This litigation has reached the Supreme Court. The apex court has intervened in one of the cases and restored voting rights of Yes Bank.
"Be it as it may, dispute between two shareholders, wherein promoter group is one side and YBL, being the largest individual shareholder of the company as on the quarter ended December 2021, on the other side, cannot be allowed to be the ground for a listed entity to withhold the results of its AGM, affecting availability of vital information to lakhs of shareholders and investors in the securities market," Sebi said.