Dish TV India Ltd., a prominent satellite television provider, came under scrutiny due to a prolonged and public shareholder battle.
Yes Bank, the largest shareholder, which acquired a significant stake (25%) after invoking pledged shares with it by Dish TV.
ALLEGATIONS AGAINST DISH TV
Dish TV delayed disclosure of voting results from its Annual General Meeting.
SEBI sends multiple advisories.
The stock exchanges remain in the dark.
And all eyes turn to the Independent Directors.
THE KEY ISSUES:
Independent directors were seen as siding with the promoter group, allegedly at the cost of minority shareholders' interests.
A dispute over board control, with Yes Bank seeking to reconstitute the board and remove certain directors, including the managing director.
Allegations against the board for not acting in the best interest of shareholders and delaying a vote on key resolutions.
ISSUES WITNESSED BY DISH TV
Dish TV demat accounts were Frozen
Regulatory scrutiny was ordered
There was a tangle.
ONE KEY QUESTION FROM SEBI:
Did the Independent Directors acted with independence?
Failure of Oversight
Dish TV board, including independent directors, did not adequately respond to the requisitions made by Yes Bank which is one of the major shareholder, leading to concerns about their autonomy and effectiveness.
This raised red flags about whether Dish TV’s independent directors were fulfilling their fiduciary duties.
SEBI’s HELPING HAND
Finally , SEBI eventually relieved the three Independent Directors from liability, acknowledging they weren’t complicit.
FINAL THOUGHTS
The Dish TV case is a cautionary tale for independent directors, signaling a shift toward greater accountability and higher expectations.
Independent Directors should not be a silent spectator.
Independent Directors should be a watch dog .
They should understand the real-time duties under SEBI LODR
They should recognize red flags in disclosures and governance delays
They should assert their role when shareholder rights are at stake
Independent Directors should create a culture of accountability in listed companies
R V SECKAR FCS,LLB 79047 19295
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