New Delhi: YES Bank, which holds 25.63 per cent stake in Dish TV India Ltd has sought the removal of the current directors and managing director of the direct-to-home service provider. The bank has recently issued a special notice asking the company to put its proposal to vote at Dish TV’s upcoming annual 33rd general meeting to be held on 27 September.
“The present board of directors of the Company ("Board") has approved a rights issue process, pending objections raised with the Board by the Bank time and again, solely to dilute the shareholding of the Bank and to prejudice the interests of inter alia the Bank which is the single largest shareholder of the Company as of date,” it said in its notice.
Yes Bank has sought the removal of Rashmi Aggarwal, Shankar Aggarwal, Bhagwan Das Narang, and Ashok Mathai Kurien as directors, along with Jawahar Lal Goel as managing director of the company under Section 169 of the Companies Act, 2013. “Moreover, consequent to such removal, Goel shall cease to be the chairperson of the Company with effect from the date of this meeting,” the notice read.
According to the bank, 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” which hold about 45 per cent shareholding in the Company.
“The Board is purportedly acting at the behest of certain minority shareholders holding merely six per cent of the shares in the Company. This is reflected from the fact that even though the Bank, vide various letters issued to the Board, asked the Board to desist from approving/conducting the proposed capital raising exercise by way of rights issue, the Board, without consulting the significant shareholders of the Company, went ahead to make a press announcement dated 28 May, 2021 regarding its intention to proceed with a Rs 1000 Cr. rights issue,” read the notice.
According to the bank, the Board has "completely side-lined the multiple requests of the Bank to reconstitute the Board, inter alia, by appointment of the nominee directors."
In its notice, Yes Bank has also proposed to reconstitute the board with - Yes Bank senior group president and general counsel Sanjay Nambiar, Yes Bank, country head, stressed asset management, Akash Suri, former KPMG executive Viiav Bhatt, litigation counsel Haripriya Padmanabhan, Wipro’s IT business former Co-CEO Girish Paranjape, independent management consultant Narayan Vasudeo Prabhutendulkar and Arvind Nachaya.
Dish TV has responded to the notice, stating that the proposed new directors could be appointed only after obtaining approvals from the ministry of information and broadcasting. and other requisite approvals for appointment of new directors, within the statutory timelines.
