Dish TV board unanimously agrees not to call an EGM as proposed by Yes Bank

The board of Dish TV "unanimously agreed that EGM cannot be called, as sought by Yes Bank Ltd" to remove its Managing Director Jawahar Goel along with four other directors, besides others

Dish TV on Wednesday said it has rejected the requisition notice by its largest shareholder Yes Bank to hold an extraordinary general meeting (EGM) to reconstitute the board of the direct-to-home player on the technical ground as it requires certain prior approvals.

The board of Dish TV, in a meeting held on Wednesday, "unanimously agreed that the EGM cannot be called, as sought by Yes Bank Ltd vide the requisition notice dated September 21, 2021," to remove its Managing Director Jawahar Goel along with four other directors, besides others.

Dish TV board was of the opinion that Yes Bank Ltd's (YBL) proposal requires certain prior steps to be them under the applicable provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Besides, they would also have to obtain prior approval under the Competition Act, 2002, said Dish TV in a regulatory filing while sharing the updates of the outcome of the board meeting.

"Owing to YBL being a banking company and YBL's shareholding in the company being a consequence of invocation of pledges, there are certain embargoes 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," said Dish TV.

Moreover, YBL's proposal also requires prior approval of the Ministry of Information and Broadcasting in respect of national security clearance as well as that of company's lenders," it added.

YBL, which holds 47.19 crore equity shares of the company representing 25.63 per cent of Dish TV, has sought to remove Rashmi Aggarwal, Bhagwan Das Narang, Shankar Aggarwal and Ashok Kurien from the board of Dish TV besides Jawahar Goel.

YBL has also sent the name of seven people -- two Non-Executive Directors and five Independent Directors - to be nominated on the board of the company.

Earlier YBL, which is opposing Rs 1,000 crore right issues by the Subhash Chandra led Essel group firm, has sent notice to Dish TV, for reconstitution of the board in the AGM of the company, which was scheduled to be held on September 27, 2021.

However, Dish TV got the meeting postponed the AGM saying that it needs time for regulatory permissions. This was also accepted by the Registrar of Companies, which granted Dish TV an extension of two months to call for AGM from the due date by which it ought to have been held.

After this, on September 23, Yes Bank had asked Dish TV to call for an Extraordinary General Meeting of the Essel group firm.

YBL had alleged that the extension is based on "unfounded reasons" and Dish TV is engaging in "dilatory tactics" in placing the resolutions.