Description

SEBI settlement order against Dish TV India Limited for violation of LODR Regulation 7(1C) regarding failure to obtain shareholder approval for continuation of director after rejection of reappointment proposal.

Summary

SEBI issued Settlement Order No. SO/SM/KS/2025-26/8382 against Dish TV India Limited (PAN: AAACA5478M) for violation of Regulation 7(1C) of SEBI LODR Regulations, 2015. The company failed to obtain prior shareholder approval for continuation of Mr. Jawahar Lal Goel as a non-executive director during June 25, 2022 to September 19, 2022, after shareholders rejected his reappointment as Managing Director. The matter was settled through SEBI’s settlement proceedings mechanism under Settlement Application No. 8382/2025.

Key Points

  • Adjudication proceedings initiated under Section 15-I of SEBI Act, 1992
  • Violation period: June 25, 2022 to September 19, 2022
  • Show Cause Notice issued on January 17, 2025 (SEBI/EAD/EAD5/P/OW/2025/1577/1)
  • Settlement application filed without admitting or denying findings
  • Internal Committee meeting held on May 27, 2025
  • Indicative settlement amount recommended: ₹11,72,500 (Rupees Eleven Lakhs Seventy-Two Thousands Five Hundred only)
  • Adjudicating Officer: Mr. Amar Navlani (erstwhile), later transferred to undersigned on September 11, 2025

Regulatory Changes

No new regulatory changes introduced. This order enforces existing Regulation 7(1C) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, which requires shareholder approval for continuation of directors in specific circumstances.

Compliance Requirements

  • Listed companies must obtain prior shareholder approval for continuation of a director as non-executive director when their reappointment proposal in another capacity has been rejected by majority of shareholders
  • Compliance with Regulation 7(1C) of LODR Regulations, 2015 is mandatory
  • Companies should ensure proper governance procedures are followed for director appointments and continuations

Important Dates

  • Violation Period: June 25, 2022 to September 19, 2022
  • Show Cause Notice: January 17, 2025
  • Adjudicating Officer Appointment: January 13, 2025
  • Transfer of Matter: September 11, 2025
  • IC Meeting: May 27, 2025
  • Settlement Order: November 14, 2025

Impact Assessment

Company-Specific Impact: Dish TV India Limited faces settlement amount of ₹11.725 lakhs for the violation. The matter pertains to a historical governance lapse during 2022.

Market Impact: Low. This is a company-specific settlement order addressing a past procedural violation related to director continuation. It serves as a reminder to listed entities about the importance of obtaining proper shareholder approvals for director-related matters.

Precedent Value: Reinforces SEBI’s enforcement of corporate governance norms under LODR Regulations, particularly regarding shareholder approval requirements when director reappointment proposals are rejected.

Impact Justification

Settlement order for past violation related to director continuation without shareholder approval. Impact limited to single company and specific period (June-September 2022). Matter resolved through settlement mechanism.