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Dish TV confirms Yes Bank request to hold EGM, rejig board

24-Sep-21 14:35 Hrs IST

Yes Bank which holds 25.63% in Dish TV India has sought an EGM for the appointment of new independent directors and the removal of MD and director Jawahar Lal Goel.

The Company is examining the said letter, its related attachments and will take necessary steps as per applicable law, Dish TV stated in its filing.

Yes Bank had previously issued notices dated, 6 September 2021 for the removal and appointment of directors on the board of directors of the company.

In terms of the said notices, the resolutions for removal and appointment of directors were to be placed by the company before its shareholders at the ensuing 33rd annual general meeting (AGM) of the company scheduled to be held on 27 September 2021.

The company notified the bank on 6 September 2021 that the change in directorship requires, prior approval of the Ministry of Broadcasting (“MIB”) and hence the resolutions for removal and appointment of directors cannot be placed before the shareholders at the AGM.

The bank accordingly issued revised notices to the company on 9 September 2021, wherein the effectiveness of the change in directorship of the company was made subject to receipt of the MIB approval.

Further, the bank had in its letter dated 18 September 2021 submitted details of the proposed directors to enable the company to apply to the MIB and seek their approval.

However, instead of placing the resolutions before the shareholders of the company at the AGM, the company is now seeking an extension of the date of holding AGM based on unfounded reasons.

In light of the company engaging in dilatory tactics in placing the resolutions before the shareholders, the bank is constrained to issue the present notice under Section 100 of the Companies Act, 2013 for holding EGM of the company, Yes Bank notification said.

The bank is seeking appointment of new independent directors including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjpe, Narayan Vasudeo Prabhutendulkar and Arvind Nachaya Mapangada.

Yes Bank has sought removal of five directors of Dish TV, citing governance issues. Apart from Jawahar Lal Goel, the lender had also sought removal of Rashmi Aggarwal, Bhagwan Das Narang, Shankar Aggarwal and Ashok Mathai Kurien.

Dish TV is yet to notify a new date for the AGM.

In its notice on 6 September 2021, Yes bank said the existing Dish TV board is purportedly acting at the behest of certain minority shareholders holding a mere 6% of shares in the company.

The bank said the company's present board of directors has approved a rights issue process despite objections raised by the bank “to dilute the shareholding of the bank and to prejudice the interests of inter alia, the bank, which is the single largest shareholder of the company as of date.”

Yes Bank had asked the board to desist from approving the capital-raising exercise by way of a rights issue. However, the board, without consulting the significant shareholders of the company, went ahead to make a press announcement on May 28, 2021 regarding its intention to proceed with a ₹1,000-crore rights issue,” the bank said.

Dish TV India's consolidated net profit tanked 34.1% to Rs 49.14 crore on a 12.5% decline in net sales to Rs 730.97 crore in Q1 FY22 over Q1 FY21.

Dish TV India is an Indian direct broadcast satellite service provider in India owned and operated by the Zee Group.

Shares of Dish TV India were up 1.17% at Rs 20.81. The stock hit a high of Rs 21.70 and a low of Rs 20.10 so far during the day.