Proxy advisory firm InGovern advises investors to support Dish TV 30 Dec 2021 AGM proposals

In a major development in the Dish TV-Yes Bank matter, proxy advisory firm InGovern has advised investors to support Dish TV AGM proposals.

In the note titled 'VOTE RECOMMENDATIONS FOR 2021 ANNUAL GENERAL MEETING', InGovern said, "We note that these proposals are coming up for shareholder vote in the background of an ongoing dispute between the company and two sets of shareholders – the promoters and Yes Bank, as the largest shareholder. The legal battle is being fought in various forums: at the NCLT, the High Courts and the Supreme Court."

The note adds, "On December 23, 2021, the company put out a statement that the Bombay High Court rejected the ad-interim prayers of the Plaintiff. However, the Court directed that the result of the proposed Annual General Meeting of the Company to be held on December 30, 2021, shall be subject to the outcome of the final hearing of the Interim Application filed by the Plaintiff in the Suit. The matter has been adjourned to February 3, 2022."

InGovern View

"Our view is that unless the court battles play out, the management and operations of the company should be viewed by shareholders as ongoing," the InGovern note added.

Proposals – Management & InGovern Recommendations

1 -Adoption of Standalone Accounts and Consolidated Accounts: FOR

"We note that shareholders have approved the qualifications made in FY2019-20, and that there are NO significant changes in ownership in the past year. We note in many instances that content valuations can be very subjective. Considering no new adverse audit qualifications, we recommend shareholders vote FOR the proposal," InGovern said.

2-Re-appointment of Mr. Ashok Mathai Kurien liable to retire by rotation: FOR

"We recommend shareholders vote FOR this proposal," InGovern said.

3 -Ratification of Remuneration of Cost Auditors for FY2021-22: FOR

"There are no concerns regarding this proposal. We recommend shareholders vote FOR the resolution," InGovern said.

Recently, promoter Group Company of Dish TV had filed an application before the Bombay High Court in the share transfer matter. The company urged the HC to not allow the transfer of shares till the completion of the hearing.

In its application, the company has appealed to Bombay HC to stop any attempt to exercise control over Dish TV. The application has been filed by JSGG Infra Developers LLP which is the promoter company of Dish TV.

The company in its application has appealed that the share transfer of Dish TV must be stopped till the hearing is going on.

Prior to the filing of this application, Dish TV has also lodged a complaint against Yes Bank before SEBI. The company has written a letter to SEBI and said that Yes Bank had not announced an open offer which is a violation of acquisition rules.

Dish TV has said that Yes Bank is trying to take control over the board of Dish TV by proposing to hold shareholder EGM to make changes in the Board. However, it has not given any open offer with regards to this, till now.