The Securities Appellate Tribunal (SAT) has dismissed Dish TV India Ltd. against a SEBI resolution directing the company to disclose the results of its annual general meeting (AGM) held on December 30, 2021.
SEBI, in its Monday order, instructed the satellite television station to announce the results of the AGM within 24 hours. The regulator had also issued important notices to the company and its directors.
While Dish TV had reached out to the SAT, it was unable to obtain relief within the short timeline.
“We see no reason to leave the prima facie observations made by the WTM (full-time member) in the contested order, as these are only prima facie observations and not findings,” SAT said in its order passed Wednesday.
“However, we direct complainants to submit an appropriate response to the Issuance Notice on or before March 20, 2022. Thereafter, WTM decides on the matter after giving the complainants an opportunity to be heard within four weeks. The appeal is dismissed,” he added.
The court found that Dish TV had already passed the voting results of the general meeting to both stock exchanges – BSE and NSE. Consequently, the Company’s challenge to that direction has become “barren” in this Complaint.
Dish TV on Tuesday announced the results of its shareholders’ meeting, at which shareholders rejected all three proposals, including approving the annual accounts and reappointing Ashok Mathai Kurien as director.
The Essel Group company is currently in litigation with its largest single shareholder, Yes Bank Ltd. (YBL).
SEBI’s injunction came after the regulator received complaints from Yes Bank and other shareholders alleging that Dish TV wrongly withheld voting results on various proposals put forward at the shareholders’ meeting.
Yes Bank owns 24.78% of the company, while the promoters owned nearly 6% of the company for the quarter ended December 2021.
SEBI pointed out that the Bombay High Court did not place any restrictions on the company’s disclosure of voting results. Dish TV, which belongs to the Essel Group, has nevertheless failed to announce the results of the general meeting.
Under LODR rules, the company was required to announce the voting results of the AGM within two business days – on or before January 3, 2022 – in the prescribed format.
The controversy concerns Yes Bank’s appeal to pledged shares. Certain Essel Group companies had borrowed thousands of crores from the bank, resulting in default on the stocks pledged as collateral for such loans. This resulted in the alleged transfer of ownership of those shares on behalf of Yes Bank. WCA LLP is a promoter group entity of the company involved in litigation with Yes Bank over ownership of these pledged shares.
In addition, Yes Bank SEBI has from time to time brought various lawsuits and litigation (allegedly frivolous) by the organizers to prevent the lender from exercising its voting rights at the company’s general meeting, SEBI noted.
This litigation reached the Supreme Court and the Supreme Court intervened in one of the cases and restored Yes Bank’s voting rights.