Dish TV postpones AGM: Here’s, why it’s in a battle with largest shareholder Yes Bank

Yes Bank has alleged that Dish TV's board is purportedly acting at the behest of certain minority shareholders holding “merely around 6 percent of the shares” in the company.

Satellite service provider Dish TV's 33rd annual general meeting (AGM), which was supposed to take place on September 27, has now been postponed for two months, with a new date to be announced by the Board.

This comes at a time when Yes Bank, Dish TV’s largest shareholder with a 25.63 percent stake, has asked for changes in the Board.

The timeline

On September 6, Yes Bank had issued notices for the removal and appointment of directors on the Dish TV Board. The resolutions for removal and appointment of directors were to be placed by the company before its shareholders at the AGM scheduled for September 27.

On September 6, Dish TV notified Yes Bank that the change in directorship requires, inter alia, prior approval by the Ministry of Information and Broadcasting and hence the resolutions for removal and appointment of directors cannot be placed before shareholders at the AGM.

Yes Bank 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 ministry’s approval.

On September 18, 2021, the bank submitted details of the proposed directors to enable the company to seek approval from the I&B ministry.

The next day, Dish TV filed an application seeking more time to convene the AGM.

On September 23, Yes Bank sent a notice calling for an extraordinary general meeting (EGM) for changes in the Board, saying that Dish TV, instead of placing resolutions before the shareholders at the AGM, had applied for an extension of the AGM date.

How it all began

The tussle between Dish TV and its largest shareholder Yes Bank began in February this year, when Dish TV approved a rights issue of Rs 1,000 crore.

On May 28, Dish TV made a press announcement regarding its intention to proceed with the Rs 1,000-crore rights issue despite Yes Bank asking the company to desist from proceeding without consulting significant shareholders.

On September 3, Yes Bank objected to the approval and sought the reconstitution of the board. It stated: “The board is not acting in line with good corporate governance standards and is not a fair representation of the incumbent significant shareholders of the company being various banks and financial institutions holding about 45 per cent shareholding in the company.”

The changes sought

The bank has asked for the ouster of MD and Director Jawahar Lal Goel along with the removal of Rashmi Aggarwal, Bhagwan Das Narang, Shankar Aggarval and Ashok Mathai Kurien.

Yes 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.

While the AGM has been postponed for two months, Dish TV has to call an EGM within 21 days of receipt of Dish TV’s notice, failing which the requisitionists themselves can call an EGM within three months.

Now, the EGM will be the deciding factor for Dish TV in terms of whether there will be changes in the Board.