Dish TV cites MIB approval rule after NSE, BSE fine it over board composition

New Delhi: Dish TV says it is caught between two rulebooks. The broadcaster has blamed the Ministry of Information and Broadcasting’s approval process for preventing it from fully complying with SEBI’s board composition norms, after being fined by both the NSE and BSE.

In a regulatory filing, Dish TV India said the National Stock Exchange of India and BSE imposed fines of Rs 4.5 lakh each on May 27 for non-compliance with Regulation 17(1) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations for the quarter ended March 31, 2026.

The issue was discussed at the company’s board meeting on July 29, where directors said the shortfall in board strength was caused by shareholder rejection of director appointments and the requirement to obtain prior approval from the Ministry of Information and Broadcasting (MIB) before appointing new directors.

Dish TV argued that the MIB’s Uplinking Guidelines create a practical hurdle for listed television broadcasters. Under the current framework, an exemption from prior approval is available only when the number of directors falls below three. Even then, the company can appoint only enough directors to restore the board to the statutory minimum of three before seeking the ministry’s approval.

According to the broadcaster, while this provision enables compliance with the Companies Act, 2013, it does not allow companies to simultaneously satisfy SEBI’s requirement of maintaining a minimum six-member board under Regulation 17(1).

The company said that even if it avails itself of the exemption, it can only meet the Companies Act requirement and remains unable to fulfil SEBI’s board composition norms until the ministry grants approval for additional appointments.

Dish TV also detailed the sequence of board appointments over the past two years. After shareholders rejected the appointments of certain directors, the company appointed Mayank Talwar and Gurinder Singh as independent directors in December 2024 to retain the statutory minimum board strength.

When shareholders later rejected those appointments in August 2025, the company appointed Arun Kumar Kapoor and Heena Naishadh Bhatt as independent directors, again restoring the board to three members.

Shareholders subsequently approved the appointments of Kapoor, Bhatt and Ashok Anant Paranjpe on April 17, 2026. However, Paranjpe formally joined the board only on May 13 after receiving MIB approval, taking the total number of directors to four, still short of SEBI’s prescribed minimum.

Dish TV said it had taken all necessary steps to comply with the listing regulations and maintained that the delays were beyond the company’s control. It argued that neither the board nor the management could influence shareholder voting outcomes or accelerate the ministry’s approval process.

The disclosure highlights a broader regulatory mismatch for television broadcasters, where compliance with the MIB’s licensing framework for director appointments does not always align with SEBI’s corporate governance requirements, potentially leaving companies exposed to penalties despite efforts to fill board vacancies.