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MUMBAI : The Dish TV board has sought more time to convene the next annual general meeting (AGM), citing the regulatory clearances required for accommodating Yes Bank’s proposals for a board change.

The board has approved the application for postponing the AGM scheduled on 27 September, the company said in a letter to the stock exchanges on Sunday. The registrar of companies under the Company Law Board is the authority empowered to give permission for the extension.

“The board of directors of the company has today approved making requisite applications as per provisions of the Companies Act for seeking extension of time under applicable regulatory provisions for convening the annual general meeting of the company which is presently scheduled to be held on September 27, 2021, so that the company has sufficient time to evaluate, analyse and ensure compliance of all applicable regulatory and other approvals as required by law and avoid any non-compliance to contractual obligations," the letter read.

Dish TV has not disclosed the new date for the AGM in its exchange filing. However, according to regulations, there should be a maximum gap of 15 months between AGMs. Dish TV thus needs to hold its next AGM by 29 December 2021 as it had conducted its last AGM in September 2020.

Proxy advisory firms such as IiAS believe that Dish TV’s stance could be seen as a delaying tactic.

The company’s move has put the ball in the court of Yes Bank, which was weighing whether it should ask the company to call for an extraordinary general meeting (EGM) if its demands are not tabled before the shareholders.

Dish TV had on 6 September shared with BSE a 28-page letter from Yes Bank that proposed to replace five directors on the company’s board, including managing director Jawahar Goel. In their place, the bank seeks to appoint two nominee directors and five independent directors. The letter contained Dish TV’s response, which said new board members can be inducted only after the information and broadcasting ministry approves the recommendations.

Yes Bank had replied on 13 September that the company can first table the resolution at the AGM before getting the ministry’s approval.

Dish TV will wait for the regulatory permissions and also other approvals before going ahead with the board-level changes, it clarified in the letter to the exchanges on Sunday. The company has sought the approval of lenders in the matter, it said.

The latest move by Dish TV is likely to have softened Yes Bank’s stance, which was expected to call for an EGM if the company had not agreed to include the resolutions.

“The company has taken a public posture that it will be compliant with regulations. So, they cannot turn back now as regulators are watching it closely," said a person aware of the matter.

In view of the AGM, Yes Bank has started reaching out to other large shareholders of the company to get the minimum 51% votes to replace the company’s directors. The bank, which has alleged corporate governance lapses in Dish TV, believes it will get support from other shareholders, including IndusInd Bank, which owns about 12.4% stake in the company, bringing the total to 48% of shareholders who want a new board at Dish TV. A few financial shareholders such as HDFC and L&T Finance, which own about 5% and 1.95%, respectively, in the company, are yet to make their stance clear.

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