Yes Bank says Dish TV resorting to ‘dilatory tactics’, seeks EGM

Yes Bank, which holds around 26% of Dish TV India, accused the direct-to-home satellite provider of resorting to what it called dilatory tactics in seeking shareholder approval for its proposal to reorganize the company’s board of directors.

As such, said Yes Bank, it was calling for an extraordinary general meeting under the relevant laws of the country.

“We had previously issued notices under Section 169 and Section 160 of the Companies Act, 2013 dated, September 6, 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 of the Company scheduled to be held on September 27, 2021,” the bank noted in its latest letter to Dish TV.

When served with the notice Dish TV “notified the Bank on September 6, 2021 that the change in directorship requires, inter alia, 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,” said Yes Bank in its letter.

Hence, “the Bank accordingly issued revised notices to the Company on September 9, 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 September 18, 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, which was to be held on September 27, 2021, 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 an extraordinary general meeting of the Company.”

As indicated in the letter, the latest missive comes in the wake of Dish TV India issuing a statement that it was seeking permission to postpone its annual general meeting.

Yes Bank is seeking to replace Dish TV’s Chairman and Managing Director, as well as certain members of the company’s director board alleging that the current board “is not a fair representation of the incumbent significant shareholders of the company”

It also alleged that the Board acting at the behest of certain minority shareholders holding merely-6% of the shares in the company.

“This is reflected from the fact that even though the Bank, vide various letters issued to the Board, asked the Board to desist from approving/conducting the proposed capital raising exercise by way of rights issue, the Board, without consulting the significant shareholders of the Company, went ahead to make a press announcement dated May 28, 2021 regarding its intention to proceed with a INR 1,000 Cr. rights issue,” the Yes Bank added.