SAT Dismisses Dish TV's Appeal Against SEBI Order

The Securities Appellate Tribunal (SAT) has disposed of Dish TV India Ltd's plea against a SEBI order that directed the company to disclose the results of its annual general meeting (AGM) that was held on December 30, 2021.

SEBI, in its order on Monday, directed the satellite television broadcaster to disclose the results of the AGM within 24 hours. The regulator had also issued show-cause notices to the company and its directors.

While Dish TV had approached the SAT, it failed to get any relief within the short timeline.

"We do not find any reason to stay the prima-facie observations given by the WTM (whole-time member) in the impugned order as these are only prima-facie observations and are not findings," SAT said in its order passed on Wednesday.

"We, however, direct the appellants to file an appropriate reply on or before March 20, 2022, to the show cause notice. The WTM will thereafter decide the matter after giving an opportunity of hearing to the appellants within four weeks thereafter. The appeal is disposed of," it added.

The tribunal noted that Dish TV has already disclosed the voting results of the AGM to both the stock exchanges -- BSE and NSE. Consequently, the challenge of this direction by the company in this appeal has become "infructuous".

Dish TV on Tuesday disclosed the results of the AGM, whereby its shareholders rejected all three proposals, including the adoption of financial statements and reappointment of Ashok Mathai Kurien as director.

The Essel group firm is currently locked in a legal battle with its single largest shareholder Yes Bank Ltd (YBL).

The SEBI interim order came after the regulator received complaints from Yes Bank and other shareholders alleging that Dish TV has wrongfully withheld the results of voting on various proposals put forth in the AGM.

The Yes Bank holds 24.78 per cent in the company, while promoters held nearly a six per cent stake in the firm as of the quarter ended December 2021.

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 disclose the voting results of the AGM in the prescribed format within two working days -- on or before January 3, 2022.

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 and the apex court has intervened in one of the cases and restored voting rights of Yes Bank.