New Delhi: In the latest turn of events, Dish TV has turned down Yes Bank’s call for an Extraordinary General Meeting (EGM), stating that the meeting cannot be called, as it will be in violation of the extant laws.
The decision was taken in a Board meeting of the Company held on Wednesday, wherein the members reviewed the requisition notice sent by Yes Bank on 21 September. The Bank which holds a 25.63 per cent stake in Dish TV India Ltd had demanded an EGM to be convened, to oust the current directors and managing director Jawahar Lal Goel from the Company.
On Wednesday, the Board said that it considered the factual background, as also the legal advice and the opinions received from various legal experts.
According to the Board, Yes Bank Ltd is a Banking Company and YBL's shareholding in the Company is a consequence of the invocation of pledges. “Therefore, there are certain embargos under the provisions of the Banking Regulation Act, 1949 read with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, because of which the said resolutions cannot be placed before the shareholders,” the Board stated.
It further highlighted that resolutions proposed to be placed before the shareholders of the Company as sought by YBL require certain prior steps to be undertaken by YBL under the applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and also prior approval to be obtained by YBL under the Competition Act, 2002; and, require prior approval of the ministry of information and broadcasting in respect of national security clearance as well as that of Company's Lenders.
“Accordingly, in view of the above and considering (a) its fiduciary duties and (b) that the Board shall be in violation of extant laws if it acts upon the Notice, the Board unanimously agreed that the EGM cannot be called,” it informed the stock exchange on Wednesday.
Yes Bank had initially sent a notice to Dish TV on 6 September calling for a resolution for the removal of Rashmi Aggarwal, Shankar Aggarwal, Bhagwan Das Narang, and Ashok Mathai Kurien as directors, along with Jawahar Lal Goel as managing director of the company under Section 169 of the Companies Act, 2013. This would also remove Goel from the post of chairperson of the Company. It also sought the appointment of a new board of directors including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.
The proposal was to be tabled at the annual 33rd general meeting, which was to be held on 27 September. However, Dish TV deferred the meeting citing some regulatory approvals, following which Yes Bank sent a requisition notice calling for an EGM on 21 September.
The Bank had alleged that the current Dish TV Board was “not acting in line with good corporate governance standards and is not a fair representation of the incumbent significant shareholders of the Company which holds about 45 per cent shareholding in the Company."
