Dish TV board rejects second EGM requisition notice of minority shareholders

The Dish TV Minority Shareholders Association sent a second requisition notice on June 29 reiterating their old demands of removing Shankar Aggarwal and Rashmi Aggarwal from the board and appointing K. Badri Narayanan, Satish Kumar Yanmandra, and Jeet Sen Gupta as non-executive independent directors.

The association’s first requisition notice, dated May 15, was rejected by Dish TV on June 1, citing numerical and procedural validity.

Dish TV said that the board, at its meeting held on July 03, had advised the management to obtain opinions from external and independent experts to consider whether the requisition notice received on June 29, 2023, meets the criteria for a valid requisition under the applicable provisions of the Companies Act, 2013 to call an EGM.

“Based on the advice obtained from independent and eminent experts on this issue, the Board noted that 52 Individual Requisition Notices (IRNs) have been received in photocopy and not in original,” Dish TV said in a regulatory filing.

“The original of the said 52 IRNs formed part of the requisition notice of May 15, 2023, which requisition was not accepted by the Board in totality, for reasons set out in our earlier intimation of June 01, 2023,” it added.”Consequently and based on aforesaid opinion, the Board has concluded that the abovementioned 52 IRNs cannot be considered valid for the purposes of the requisition received on June 29, 2023, since the requisition of May 15, 2023, was invalidated in totality,” the company contended.In view of the invalidity, Dish TV said that the collective shareholding of the valid IRNs forming part of the requisition received on June 29, 2023, does not fulfill the requirement of holding at least 10% of the share capital of the Company for calling an EGM, as prescribed under Section 100 of the Companies Act, 2013.

“Therefore, the Board has decided that the EGM cannot be called due to numerical and procedural invalidity,” it stated.

The company said that the details of the company’s response are being communicated to the advocates representing the members.

“The Company shall also be advising the said advocates that in case the members intend to send a fresh requisition notice, they may do so in compliance with the applicable provisions of the Companies Act, 2013,” it noted.