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The board of Dish TV decided on Wednesday to reject the request made by YES Bank to hold an extraordinary general meeting.
The requisition of the EGM by YES Bank was for the reconstitution of the Dish TV board of directors, including the removal of promoter Jawahar Goel, who is the brother of Subhash Chandra, Essel Group Chairman.
The Dish TV board said it considered the factual background, as also the legal advice and the opinions received from various legal experts.
YES Bank owns about 24 per cent stake in Dish TV. According to the Dish TV Board, the Banking Regulation Act, 1949 read with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, does not allow resolutions sought by YES Bank to be placed in front of the shareholders. This is because legally there are certain embargoes, owing to YES Bank being a banking entity and its shareholding in the company being the consequence of invocation of pledges.
Moreover, the resolutions that YES Bank seeks to place in front of the shareholders also require prior approval of the Ministry of Information and Broadcasting in respect of national security clearance as well as that of the Company's Lenders. They also require certain prior steps to be undertaken by YES Bank under SEBI provisions (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and also prior approval to be obtained by YES Bank under the Competition Act, 2002.
“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, as sought by YBL vide the requisition Notice dated September 21, 2021,” the board concluded.
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