Jawahar Goel forced quit as Managing Director of Dish TV

New Delhi: A total of 78.94 per cent of the votes polled in the Dish TV extraordinary meeting (EGM) were against the resolution to reappoint Jawahar Goel as the Managing Director.

Goel, who represents the promoter group in Dish TV, could get only 21.05 per vote in favour of his reappointment for three more years, said a regulatory filing by the DTH operator, updating disclosure of voting results of EGM.

A total of 128.54 crore votes were polled in the EGM, which was held on Friday through video conferencing and other audio-visual means.

This is a major victory for Dish TV's largest shareholder and private sector lender Yes Bank Ltd (YBL), which holds over 24 per cent share in the company.

It was seeking board restructuring of the Zee group patriarch Subhash Chandra-led Essel group's DTH arm by removing his brother Goel from the driving seat of Dish TV.

Presently, the promoter group has a 5.93 per cent stake in the company as of March 31, 2022, and had voted 100 per cent in favour of Goel's reappointment.

However, public institutions and non-institutions, which own 94.07 per cent of Dish TV, voted against it.

As much as 97.94 per cent of the total votes polled by the public institution and 69.67 per cent by the public non-institution were against the resolution for Goel's reappointment.

Similarly, the resolution for the reappointment of Dish TV CEO Anil Kumar Dua as a WholeTime Director of the company also failed to get consent though it received 73.89 per cent of the total votes polled in its favour.

The Companies Act mandates that a special resolution needs to be passed by a supermajority, which refers to at least 75 per cent of the members voting in favour of it.

While 73.25 per cent of the total votes polled were against the resolution on the appointment of Dish TV's former chief executive officer Rajagopal Chakravarthi Venkatesh as a non-executive independent director of the company.

We wish to inform you that on the basis of the votes cast by the shareholders at the EEGM of the company held on June 24, 2022, Jawahar Goel "vacates the office of Managing Director of the company", it said on Friday.

However, Goel would continue as a Non-Executive Director and Dua as CEO of Dish TV, it added.

Yes Bank and the promoter family led by Goel are locked in a legal battle since last year.  On Friday, a division bench of the Bombay High Court had dismissed the petition filed by Dish TV's promoter group firm, seeking to restrain YBL from voting at the DTH operator's EGM.

Promoter group entity World Crest Advisors LLP had earlier challenged the June 17 order passed by the single bench of the High Court -- which did not give the ad-interim relief to it pending hearing and final disposal of the suit -- to restrain Yes Bank from voting at the EGM of Dish TV scheduled to be held on June 24, 2022.

The bone of contention between YBL and Dish TV is Rs 1,000 crore right issues by the group firm. YBL is objecting to this as it suspects that the rights issue is meant to dilute the majority shareholding of the bank in Dish TV.

Last year, YBL had moved a proposal for EGM and had sought to remove four directors from the board of Dish TV besides Goel. It had also sent names of some people, it wanted to be appointed on the board of Dish TV.

However, the request to call EGM was rejected by the board of the company.

In the ongoing tussles, the shareholders of Dish TV had rejected all three proposals, including the adoption of financial statements and reappointment of Ashok Mathai Kurien as director, at its AGM held on December 30, 2021.