Dish TV’s appeal dismissed as CO had already disclosed results of AGM as per SEBI

Case Details: Dish TV India Ltd v. SEBI - [2022] 136 taxmann.com 166 (SAT - Mumbai)[09-03-2022]

Judiciary and Counsel Details

• • Tarun Agarwala, Presiding Officer
    
  • M.T. Joshi, Judicial Member
  • Pradeep Sancheti, Zal Andhyarujina, Sr. Advs. H.S. Chandhoke, Abdullah Hussain, Ms. Maithili Parekh, Ms. Nidhi Singh, Rugved More, Ms. Neha Mehta, Ms. Astha Singh, Ms. Tanya Mehta and Rishabh Vohra, Advs. for the Appellant. 
  • J.J. Bhatt, Venkatesh Dhond, J.P. Sen, Sr. Advs. Mihir Mody, Arnav Misra, Mayur Jaisingh, Indranil Deshmukh, Ms. Gathi Prakash Karrah, Ms. Nidhi Asher, Aekaanth Nair, Ms. Arushi Poddar and Cyril Amarchand Mangaldas, Advs. for the Respondent.

Facts of the Case

In the instant case, an appeal was filed against the ex-parte order by the whole time member (‘WTM’) of the SEBI wherein the Compliance Officer of Dish TV was directed to ensure compliance with Regulation 44(3) of the SEBI (LODR) Regulations, 2015 by disclosing the voting results of the Annual General Meeting (AGM) within 24 hours to both the Stock Exchanges in the format prescribed.

The Board of Directors of the Company were also directed to ensure strict adherence to the aforesaid direction given to the Compliance Officer. In addition, show cause notice was also issued to the appellants to show cause why appropriate directions under Section 11 and 11B of the SEBI Act, 1992 should not be passed. For this, the appellants were granted 14 days to file an appropriate reply.

SAT Held

SAT observed that Dish TV had already disclosed the voting results of the AGM to both the stock exchanges BSE and NSE. Subsequently, the challenge of direction by the company in this appeal had become “infructuous”. Disclosure of results by Dish TV revealed that its shareholders rejected all three proposals, including the adoption of financial statements and reappointment of Ashok Mathai Kurien as director. As per LODR rules, the company was required to disclose the voting results of the AGM in the prescribed format within two working days on or before January 3, 2022.

SAT further observed that there was no reason to stay the prima facie observations given by the WTM in the impugned order as these are only prima-facie observations and are not findings. It was sufficient to direct the appellant company to file an appropriate reply on or before March 20, 2022, to the show cause notice. The WTM will thereafter decide the matter after giving an opportunity of hearing to the appellants within four weeks thereafter. Therefore, the appeal was disposed of.