New twist in Yes Bank-Subhash Chandra tussle over Dish TV

Earlier this month, Dish TV said that three independent directors—Girish Paranjpe, Arvindnachya Chandranachya and Madan Mohanlal Verma—could be inducted into its board after the information and broadcasting ministry approves their candidature.

Both Paranjpe and Chandranachya were part of the seven directors Yes Bank had proposed in its letter dated 5 September 2021 when, alleging corporate misgovernance, it sought reconstitution of Dish TV’s board.

Surprisingly, Dish TV has not spoken to either Paranjpe or Chandranachya even once in the last 11 months, three executives aware of the matter said. Companies invariably speak with incoming board members.

“There has been no communication between Dish TV and either Paranjpe or Chandranachya,” said an executive close to Paranjpe. “The fact remains that both executives are reluctant to join the board. They had agreed to be part of a completely reconstituted board and not join a board that has a promoter and other directors.”

People close to Chandra and Yes Bank maintain Dish TV wants to beef up its depleting board strength and the move signals a softening from its previous stance when it rejected Yes Bank’s recommendations in the past.

“Bhagwan Das Narang and Shankar Aggarwal (both independent directors) met Yes Bank officials to see how this dispute can be resolved,” said a second executive, declining to share more details. “Dish TV’s suggestion is that it can induct three members recommended by Yes Bank, but then the creditor should also agree to the proposal that the company nominate three directors.”

Yes Bank, which owns 24.78% of Dish TV’s shares, insists that until all its pending loans to Chandra have been repaid, it will not agree to this latest olive branch.

“We have been through this many times,” said a Yes Bank executive on condition of anonymity. “We have always maintained that until all money is paid back, there is no question of agreeing for any settlement.”

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.

“Dish TV, in the process of complying with SEBI LODR (Listing Obligations and Disclosure Requirements) norms, has proceeded to take required steps for appointment of directors on its board. Necessary formalities, which include obtaining the consent of each of the proposed directors, have been duly complied with,” said a spokesperson for Dish TV.

“It may be noted that Yes Bank is not a lender to Dish TV, as all its dues have already been repaid.”

An email sent to Yes Bank went unanswered.

For now, Dish TV’s five-member board includes Jawahar Goel, a non-retiring director, and four independent directors. Besides Narang and Aggarwal, Rashmi Aggarwal and Rakesh Mohan are the two other independent directors. Shareholders need to approve the appointment of Mohan, who was inducted last month, before 29 October, as under the new rules effective this year, all director appointments need to be put before shareholders to vote within three months.

Narang’s term will end at this year’s annual general meeting.

Until now, Dish TV has failed to get shareholders to vote on new inductees on the board, as investors rebuffed the proposals on two occasions in the last 10 months.

In June, an overwhelming majority of shareholders rejected three resolutions, including the re-appointment of Goel as managing director, the continuation of chief executive Anil Dua as an executive director and the appointment of Rajagopal Venkateish as an independent director.

This came after shareholders booted out Ashok Kurien from the board in December.

Dish TV is finding it difficult because the numbers are stacked against it: Goel, who is the younger brother of Chandra, owns 5.93% of the shares, while Yes Bank is the majority shareholder

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