The 18-month fight between the largest shareholder and Subhash Chandra for control of Dish TV India Ltd has now entered the last lap after the country’s third-largest satellite television provider agreed to induct two independent directors recommended by Yes Bank Ltd on its board.
Some investors, who have revolted against the Chandra-owned firm for close to two years, have called the induction of two directors the beginning of the process, which should end with the company eventually getting sold, and in turn, benefiting shareholders.
Significantly, the tenure of Dish TV’s only two directors, Rashmi Aggarwal and Shankar Aggarwal, ends later this year. Rashmi Aggarwal’s second term as independent director ends at this year’s annual general meeting. A listed company has to convene an AGM meeting within six months from the end of the financial year, implying Rashmi Aggawal’s tenure will end by 30 September or by when Dish TV, which follows an April-March financial year, needs to convene its annual shareholder meeting.
Shankar Aggarwal’s current five-year term ends on 24 October. If Aggarwal seeks a second term, his candidature must be put up for a vote before shareholders. Considering Dish TV’s shareholders have removed nine board members in the last 15 months, Aggarwal’s second tenure runs the risk of being a short-lived one, according to two executives.
On Friday, Dish TV told the exchanges that its two-member board had considered the candidatures of Girish Paranjpe and Arvindnachya Chandranachya and advised the management to seek consent from both executives. Both Paranjpe and Chandranachya, who were part of the seven directors recommended by Yes Bank in September 2021 to be inducted on the board of Dish TV, are expected to formally join the board within a month, said an executive privy to the development.
“It is given that shareholders will approve their (Paranjpe and Chandranachya) appointments,” said an investor in Dish TV on the condition of anonymity. “This is the path to control the company (Dish TV) for JC Flowers.”
Essel Group founder Subhash Chandra had borrowed over ₹5,000 crore from Yes Bank, and his inability to service the loans made the lender invoke the Dish TV shares that were pledged with the bank. In December last year, Yes Bank transferred its shares to JC Flowers Asset Reconstruction Co., making the asset reconstruction company the largest shareholder, owning 24.19%.
Chandra’s family, as the promoter, owns 4.04% as of 31 December.
Dish TV also said that it appointed Zohra Chatterji, a retired bureaucrat, as an independent director. Chatterji’s appointment has to be approved by shareholders within three months.
“Until now, the largest shareholder in the company did not have any representation on the board,” said a second executive. “Now the board has two members recommended by the largest shareholder. One cannot speak on behalf of the board, but the hope is that they will move quickly to expand the board and then order a forensic audit, and then decide on the future of the company by looking to sell it to the right suitor.”
“Drawing any timelines is always difficult, especially what has happened over the last 18 months. But we remain hopeful that before the end of the next financial year, Dish TV’s sale process should be completed.”
Earlier this month, Dish TV shareholders rejected the candidature of four independent directors, including Sunil Gupta, Madan Mohanlal Verma, Gaurav Gupta and Lalit Behari. This was after investors voted against the reappointment of Goel, chief executive Anil Dua and independent directors Rakesh Mohan and Rajagopal Venkateish in the summer of last year and Ashok Kurien in December 2021.
Back in September 2021, Yes Bank Ltd blew the bugle for investor revolt when unhappy over how the company was run, it demanded a board reconstitution, including appointing seven directors, as the creditor looked at recovering the money it had lent to Chandra by selling Dish TV to a new owner.
Dish TV has dismissed Yes Bank’s allegations of corporate misconduct and, for the last 18 months, rebuffed its largest shareholder’s demands to hold a special shareholder meeting. Livemint