Dish TV addresses NSE, BSE penalisation over board strength non-compliance

Dish TV responded to NSE and BSE, on March 18, 2025, regarding last year’s penalisation over board strength non-compliance.

Direct-to-home operator was fined Rs 12.74 lakh by BSE and NSE for lack of quorum on its board, last year. On February 22, 2024, Dish TV had received notices from the exchanges and again on August 21, 2023, the fine was imposed over lack of proper strength on the board.

"The fines have been imposed on the company for noncompliance of Regulation 17(1) and 19(1)/(2) of Listing Regulations, pertaining to the composition of the Board and Nomination and Remuneration Committee, for the quarter ended June 30, 2024," it was said. Both NSE and BSE fined Rs 6.37 lakh each for violation of listing rules.

Reasons for non-compliances included Regulation 17(1) where board strength fell below the required level due to shareholders rejecting director appointments on December 12, 2024.

Stock Exchanges had issued notice on March 17, 2025, to the company in respect of non-compliance with the requirements pertaining to the issue.

To this, Dish TV responded on March 18, "Upon the said non-approval of appointment of Directors by the shareholders of the Company, the Board appointed Mayank Talwar and Gurinder Singh, as Independent Director(s) of the Company effective from December 12, 2024. The said appointments were in compliance with applicable provision of law including the provisions of the Up-linking Guidelines of the Ministry of Information and Broadcasting.

Accordingly, the Company, Board and the Management have continuously taken required and immediate steps to ensure compliance with Regulation 17(1) of the Listing Regulations and the said non-compliance in reduction of Directors, is beyond the control of the Company, Board and the Management and is on account of non-approval of appointment(s) / re-appointment of Directors by the Shareholders of the Company and requirement of prior approval of Ministry of Information and Broadcasting for appointment of Directors.”

The company was also held non-compliant because of Regulation 18(1) wherein the Audit Committee was improperly constituted due to rejected director appointments. Regulation 19(1)/(2) where the Nomination and Remuneration Committee (NRC) lacked the required number of non-executive directors. Additionally, as per Regulation 20(2)/(2A), the Stakeholders Relationship Committee (SRC) was non-compliant due to director exits; and Regulation 21(2), the Risk Management Committee (RMC) lost members, leading to non-compliance.

Responding to the bourses, Dish TV said that the non-compliance was beyond its control due to shareholder rejections and government approval requirements.

Also, it has reconstituted the Audit Committee, NRC, SRC, and RMC on December 23, 2024. Additionally, appointed Mayank Talwar and Gurinder Singh as independent directors on December 12, 2024.

Dish TV said, "...further, the Board, at its meeting held on December 23, 2024, reconstituted the Audit Committee with Mayank Talwar as Chairperson and Gurinder Singh and Manoj Dobhal as Members of the Committee...the Company, Board and the Management have continuously taken required steps to ensure compliance with Regulation 18(1)...since the said Board strength was not having requisite number of Non-Executive Directors, in terms of the extant regulations, the composition of the NRC was not in line with the applicable provisions upon re-constitution."