Home / Companies / People /  Here's what Yes Bank is doing to protect its vote at Dish TV AGM

BENGALURU : Yes Bank Ltd has filed a petition in a Mumbai company court against the family promoters of Dish TV India Ltd saying it fears that a lawsuit could be brought against the bank, limiting it from voting at Dish TV’s annual general meeting (AGM) on 30 December.

Yes Bank filed the caveat against Essel Group founder Subhash Chandra, his younger brother Jawahar Goel, and their family members with the National Company Law Tribunal (NCLT) on Tuesday. It allows the bank to present its arguments to the tribunal if it presides over any potential complaint brought before it, according to an executive privy to the development.

“Over the last two weeks, multiple retail shareholders (of Dish TV) have told us that they have been approached by people who are close to the company to sign on a petition alleging that the bank is acting in a malafide manner and that the bank is disrupting the business at Dish TV," said the executive on the condition of anonymity.

“Under the Companies Act, 100 shareholders can come together and file a complaint in a court. To avoid a re-run of the earlier Gautam Buddh Nagar police station episode, when our right to vote was put in jeopardy and we had to approach the Supreme Court for a stay on that decision, we have filed a caveat so that a court that presides on any potential complaint from Dish TV will hear our arguments before passing an order," the executive said.

Tuesday’s development marks yet another dramatic move in the 100-day tussle between Dish TV and its largest shareholder, Yes Bank.

For investors and analysts, it has been a roller-coaster ride, from Dish TV postponing its AGM three times to Yes Bank alleging corporate misconduct to the bank being forced to seek the Supreme Court’s intervention to adjudicate and free the shares it owned after a local police station in Uttar Pradesh froze the Dish TV shares owned by the bank.

Mint has reviewed the draft petition against Yes Bank that was sent to some retail shareholders and referred to by the executive cited above.

“I am considering filing a Petition under Section 241-242 of Companies Act, 2013, to bring to the notice of the Hon’ble Tribunal / Hon’ble Court the oppression and mismanagement being conducted by Yes Bank on behest of some unsolicited parties for takeover of the Company and protecting the Company from any such adverse steps (including change of Board of Directors) which are prejudicial to the interest of the minority shareholders," reads the draft petition, shared by a retail shareholder in Dish TV.

An email sent to Yes Bank went unanswered.

“The company does not have any knowledge about any petition," said a spokesman for Dish TV. “The company has not hired any agency to undertake any canvassing activity for the purpose referred to in your email. The company does not engage into such activities."

Dish TV’s AGM on 30 December is crucial for two reasons. First, a listed company has till 30 December to hold its AGM, with a three-month extension. This means Dish TV can no longer push back the meeting with shareholders according to law.

Second, Dish TV shareholders will vote on three resolutions, the adoption of financial statements for the year ended March 2021, re-appointment of Ashok Kurien as director, and approval of costs to its auditors.

A rejection of the resolution of the adoption of financial statements will imply that Dish TV cannot proceed with its plan to raise 1,000 crore through a rights issue, the genesis of the fight between Dish TV and Yes Bank.

Earlier this year, Yes Bank had repeatedly objected to Dish TV’s plans to raise money through a rights issue arguing that unless it subscribed to the fresh issue of shares, its holding in the company would have got diluted while the promoter ownership would have increased.

Yes Bank owns 25.63%, while promoters, led by chairman Jawahar Goel, own 5.93% in Dish TV.

Goel’s elder brother, Subhash Chandra, has agreed to cede control in Zee Entertainment Enterprises Ltd after a revolt from the largest shareholder, Invesco, the American asset management firm, made him merge his firm with Sony Pictures Networks India Ltd.

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