Direct-to-Home service provider Dish TV, which is facing a special notice from its shareholder Yes Bank to remove its Managing Director Jawahar Goel along with four other directors, has sought an extension of time for holding the annual general meeting of the company.
The AGM of Dish TV was scheduled to be held on September 27, 2021. Yes Bank has sent a notice for the removal as well as appointment of certain directors on the board of the company.
Dish TV in a regulatory filing on Sunday said that its board in a meeting held on Sunday approved making requisite applications for seeking extension of time for convening the Annual General Meeting which is presently scheduled to be held on September 27.
The company stated that the proposed change in the Board is subject to applicable regulatory permissions and also other approvals which the company requires to obtain.
"Post receipt of the Notices from YBL (YES Bank), the company has also made necessary applications to the Lenders for seeking their consent for the said change in the Board of Directors of the company under applicable covenants, approval on which is awaited," the filing said.
Dish TV said for any change in the CEO or the board of directors of the company, it needs the approval of the Ministry of Information and Broadcasting.
"Accordingly, in order to ensure compliance of all applicable laws and guidelines in respect of the Notices sent by YBL and also to ensure that the Company does not default on any of the regulatory and lender covenants, the Board of Directors of the Company have today approved making requisite applications as per provisions of the Companies Act for seeking extension of time under applicable regulatory provisions for convening the AGM of the Company which is presently scheduled to be held on September 27, 2021 , said Dish TV.
This is done so that the company has sufficient time to evaluate, analyze and to ensure compliance of all applicable regulatory, and other approvals as required by the law and avoid any non-compliance to contractual obligations, it added.
Dish TV earlier this month had informed that it had received special notices sent by Yes Bank, which holds 25.63 per cent of the equity shares of the company, to remove Jawahar Goel as the Managing Director of the company besides four other members from the board.
Yes Bank has opposed the Rs 1,000-crore right issue by the Subhash Chandra-led Essel group firm and send names of seven people - two Non-Executive Directors and five Independent Directors - to be nominated on the board of the company.
In its letter dated September 3, Yes Bank sought the removal Rasllmi Aggarwal, Bhagwan Das Narang, Shankar Agganval and Ashok Mathai Kurien from the board of Dish TV.
Yes Bank has sought removal of directors on the grounds, which includes rights issue.
The present board has approved a rights issue process, pending objections raised with the board by Yes Bank time and again, solely to dilute the shareholding of the bank, which is the single largest shareholder of the company as of date, Yes Bank said in notice.
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 Board is purportedly acting at the behest of certain minority shareholders holding merely 6 per cent of the shares in the Company, it said.
The Board has completely side-lined the multiple requests to reconstitute the Board, inter alia, by appointment of the nominee directors, said Yes Bank.