Board strength: Dish TV says MIB rules hampered compliance with SEBI mandate

Company tells stock exchanges non-compliance was beyond its control; says regulatory and shareholder hurdles prevented it from meeting minimum board strength

by e4m Staff
Published: Jul 31, 2026 2:38 PM | 3 min read

Dish TV India has defended its non-compliance with SEBI's board composition norms, attributing the issue to repeated shareholder rejections of director appointments and mandatory approval from the Ministry of Information and Broadcasting (MIB).
In a regulatory filing, the company disclosed that it was fined a total of Rs 9 lakh by the National Stock Exchange and BSE for failing to maintain the minimum board strength of six directors as required by SEBI regulations.
The company explained that while it appointed directors to meet statutory requirements, shareholder disapproval and MIB approval processes hindered its ability to achieve the required board composition.
Dish TV emphasized that the non-compliance was beyond its control, as it had taken necessary steps to comply with the regulations and faced challenges from shareholder voting outcomes and regulatory approvals.

Dish TV India has defended its failure to comply with SEBI's board composition norms, arguing that repeated shareholder rejection of director appointments and the Ministry of Information and Broadcasting's (MIB) mandatory approval process prevented it from meeting the prescribed board strength.

In a regulatory filing dated July 29, the company disclosed the comments of its board of directors on notices issued by the National Stock Exchange (NSE) and BSE on May 27, 2026, regarding non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended March 31, 2026.

The exchanges had imposed penalties of Rs 4.5 lakh each, taking the total fine to Rs 9 lakh, for the company's failure to maintain the minimum board composition mandated under the listing regulations.

Company cites regulatory constraints

Responding to the exchanges' notices, Dish TV's board maintained that the shortfall in the number of directors was not due to any inaction on the company's part but was the result of circumstances beyond its control.

According to the filing, the reduction in board strength stemmed from two factors: shareholders not approving the appointment of proposed directors and the statutory requirement to obtain prior approval from the MIB before appointing directors to the board.

The company explained that under the MIB's Uplinking Guidelines, broadcasters are permitted to appoint directors without prior ministry approval only if the total number of directors has fallen below three. Even then, the exemption allows companies to appoint only enough directors to restore the board to three members before seeking MIB approval.

Dish TV argued that while this exemption enables compliance with the Companies Act, 2013—which requires a minimum of three directors—it does not allow broadcasters to immediately satisfy Regulation 17(1) of the Listing Regulations, which mandates a minimum board strength of six directors.

Sequence of appointments

The company detailed the sequence of events that led to the prolonged non-compliance.

After shareholders declined to approve the appointment of certain directors, the board appointed Mayank Talwar and Gurinder Singh as independent directors with effect from December 12, 2024, ensuring that the board strength remained at the statutory minimum of three members. Those appointments complied with applicable laws, including the MIB's Uplinking Guidelines.

However, shareholders subsequently did not approve their appointments at the annual general meeting held on August 14, 2025. Following this, the board appointed Arun Kumar Kapoor and Heena Naishadh Bhatt as independent directors on the same day, once again maintaining the board at three directors.

The appointments of Kapoor, Bhatt and Ashok Anant Paranjpe were eventually approved by shareholders on April 17, 2026. However, Paranjpe's appointment became effective only on May 13, 2026, after receiving approval from the MIB. As a result, the company's board currently comprises four directors, still below SEBI's minimum requirement of six.

"Beyond the company's control"

Dish TV said it had continuously taken "all requisite and immediate steps" to comply with Regulation 17(1) by initiating appointments whenever possible.

The company further contended that neither it, nor its board, nor its promoters had any control over shareholder voting outcomes or the requirement for prior MIB approval. Consequently, the resulting non-compliance, it said, was entirely beyond the control of the company, its board and its management.

The filing comes as listed media companies continue to navigate dual regulatory requirements governing board appointments—SEBI's corporate governance framework and sector-specific approvals mandated by the Ministry of Information and Broadcasting for television broadcasters. Dish TV's disclosure highlights the challenges companies can face when shareholder approvals and sectoral licensing conditions intersect, potentially delaying compliance with capital market regulations.