Dish TV India’s board on Wednesday expressed its inability to convene an extraordinary general meeting (AGM) as requisitioned by Yes Bank, citing various regulatory and procedural hurdles. According to the company, Yes Bank’s shareholding in Dish TV was due to invocation of pledges, and this prevented placing the resolutions before its shareholders.
The direct-to-home service provider, in which Yes Bank holds a 25.63% stake, supported this by stating that there were certain embargoes under the Banking Regulation Act and Sebi takeover code, it said in a stock exchange notice.
Dish TV is a part of Essel Group and is run by Jawahar Lal Goel, the Zee group’s founder Subhash Chandra’s brother.
To place the resolutions before the shareholders, Yes Bank needs to follow procedures and get approvals from the market regulator. The lender also requires prior approvals from the ministry of information and broadcasting in respect of national security clearance.
Further, Dish TV would also require approvals from its other lenders to place the requisitions before the shareholders.
This decision was taken after considering the factual background, legal advice and opinions received from various legal experts, it added.
While further details were not provided, Dish TV’s board also said it has instructed the company’s management to send a detailed response to Yes Bank. Earlier this year, Dish TV had announced plans to raise `1,000 crore through a rights issue, which was later approved by the board in June.
However on September 3, Yes Bank had objected to the issue and sought removal of five directors — Jawahar Lal Goel, Rashmi Aggarwal, Bhagwan Das Narang, Shankar Aggarwal and Ashok Mathai Kurien — citing governance issues.
Dish TV, which had earlier convened an AGM for September 27, cancelled it a day before, after the government provided an extension of two months to all companies for holding the shareholders’ meeting. This was in wake of the Covid-19 outbreak.
On its part, Yes Bank had accused Dish TV of “engaging in dilatory tactics” and instead of placing the resolutions before the shareholders, it was seeking an extension of AGM date based on “unfounded reasons”.
Ahead of its annual general meeting, proxy advisory firms — Stakeholders Empowerment Services (SES) and Institutional Investor Advisory Services India (IiAS) — had alleged “serious governance” lapses at Dish TV, and asked shareholders to vote against the resolutions.