ITV

Tag: Yes Bank

  • NCLT adjourns Dish TV India-Yes Bank matter till 22 December

    NCLT adjourns Dish TV India-Yes Bank matter till 22 December

    Mumbai: The Mumbai bench of the National Company Law Tribunal (NCLT) has scheduled the next hearing of the Dish TV-Yes Bank matter on 22 December. It has also allowed Yes Bank two weeks’ time to file its reply in its case against Dish TV India.

    The bench also said that Dish TV India could file a rejoinder, if any, within one week, according to a report by Moneycontrol.

    Yes Bank had sought NCLT’s direction to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India to pass a resolution for the reconstitution of the company’s board.

    On 6 September, Yes Bank had sent a requisition notice to Dish TV India’s board to convene a special meeting of the shareholders seeking the removal of its board of directors including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    The bank proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Yes Bank holds a 25.63 per cent stake in the company. It stated that it sought the removal of the present board of directors on the grounds that the board approved a Rs 1000 crore rights issue process despite objections raised by the bank, solely to dilute the shareholding of the bank.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

  • Dish TV India to convene 33rd AGM on 30 November

    Dish TV India to convene 33rd AGM on 30 November

    Mumbai: Dish TV India has informed its shareholders that its board of directors has approved the convening of the 33rd Annual General Meeting (AGM) on 30 November after a resolution was passed by the board on 7 November.

    On 29 October, the company had applied to the Registrar of Companies, Mumbai seeking an extension till 31 December to convene the AGM.

    Dish TV India had first sought an extension of the AGM in a notice submitted on 19 September. The AGM was previously scheduled to be held on 27 September. In its notice to the BSE, the company applied for the extension to ensure compliance with a notice sent by Dish TV India’s largest shareholder Yes Bank.

    In another development, the crime branch in Gautam Buddh Nagar (a district in Uttar Pradesh) has sent a notice to Dish TV India on 6 November, restricting Yes Bank from dealing in/and or exercising any rights over equity shares of Dish TV India held by Yes Bank until completion of an investigation being conducted by them. More details on the investigation are awaited.

    Yes Bank, which has a 25.63 per cent shareholding in Dish TV India had sought the removal of directors of the company including managing director Jawaher Lal Goel and independent directors Dr. Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    The bank had proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

    Yes Bank moved National Company Law Tribunal Mumbai with a petition to call for an extraordinary general meeting (EGM) of shareholders of Dish TV India and pass its resolution. 

  • Dish TV seeks further extension of time to convene AGM

    Dish TV seeks further extension of time to convene AGM

    Mumbai: Dish TV India has applied to the Registrar of Companies, Mumbai seeking a further extension of time to convene their 33rd annual general meeting (AGM) from 30 November to 31 December.

    This is the second time the company has deferred its AGM which was originally scheduled to be held on 28 September. The company sought the extension in view of the issues arising out of the pendency of an application filed by Yes Bank before the National Company Law Tribunal (NCLT), Mumbai bench.

    Yes Bank had sought NCLT’s direction to the company to call for an extraordinary general meeting (EGM) to pass a resolution for the reconstitution of the company’s board.

    On 6 September, Yes Bank had sent a requisition notice to Dish TV India’s board to convene a special meeting of the shareholders seeking the removal of its board of directors including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien.

    The bank proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Yes Bank holds a 25.63 per cent stake in the company. It stated that it sought the removal of the present board of directors on the grounds that the board approved a Rs 1000 crore rights issue process despite objections raised by the bank, solely to dilute the shareholding of the bank.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

  • Yes Bank moves NCLT against Dish TV

    Yes Bank moves NCLT against Dish TV

    Mumbai: The Mumbai bench of the National Company Law Tribunal (NCLT) has allowed Dish TV India till 15 November to file its response in a petition filed by its majority shareholder Yes Bank.

    Yes Bank sought NCLT’s direction to call for an extraordinary general meeting (EGM) of Dish TV India and pass a resolution for the reconstitution of the company’s board.

    On 6 September, Yes Bank had sent a requisition notice to Dish TV India’s board to convene a special meeting of the shareholders seeking the removal of its board of directors including managing director Jawaher Lal Goel and independent directors Dr Rashmi Aggarwal, Bhagwan Das Narang, Shankar Agarwal, and Ashok Mathai Kurien

    The bank proposed the appointment of a new board including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    Yes Bank holds a 25.63 per cent stake in the company. It stated that it sought the removal of the present board of directors on the grounds that the board approved a Rs 1000 crore rights issue process despite objections raised by the bank, solely to dilute the shareholding of the bank.

    Dish TV India board rejected the EGM notice by Yes Bank stating that a resolution to reconstitute the board can only be placed post receipt of approval from the ministry of information and broadcasting and other requisite approvals for appointment of new directors, within statutory guidelines.

    It also postponed its 33rd annual general meeting scheduled on 27 September by two months.

  • Dish TV Board responds to Yes Bank’s notice, says EGM cannot be called

    Dish TV Board responds to Yes Bank’s notice, says EGM cannot be called

    New Delhi: In the latest turn of events, Dish TV has turned down Yes Bank’s call for an Extraordinary General Meeting (EGM), stating that the meeting cannot be called, as it will be in violation of the extant laws.

    The decision was taken in a Board meeting of the Company held on Wednesday, wherein the members reviewed the requisition notice sent by Yes Bank on 21 September. The Bank which holds a 25.63 per cent stake in Dish TV India Ltd had demanded an EGM to be convened, to oust the current directors and managing director Jawahar Lal Goel from the Company.

    On Wednesday, the Board said that it considered the factual background, as also the legal advice and the opinions received from various legal experts.

    According to the Board, Yes Bank Ltd is a Banking Company and YBL’s shareholding in the Company is a consequence of the invocation of pledges. “Therefore, there are certain embargos under the provisions of the Banking Regulation Act, 1949 read with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, because of which the said resolutions cannot be placed before the shareholders,” the Board stated.

    It further highlighted that resolutions proposed to be placed before the shareholders of the Company as sought by YBL require certain prior steps to be undertaken by YBL under the applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and also prior approval to be obtained by YBL under the Competition Act, 2002; and, require prior approval of the ministry of information and broadcasting in respect of national security clearance as well as that of Company’s Lenders.

    “Accordingly, in view of the above and considering (a) its fiduciary duties and (b) that the Board shall be in violation of extant laws if it acts upon the Notice, the Board unanimously agreed that the EGM cannot be called,” it informed the stock exchange on Wednesday.

    Yes Bank had initially sent a notice to Dish TV on 6 September calling for a resolution for 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. This would also remove Goel from the post of chairperson of the Company. It also sought the appointment of a new board of directors including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada. 

    The proposal was to be tabled at the annual 33rd general meeting, which was to be held on 27 September. However, Dish TV deferred the meeting citing some regulatory approvals, following which Yes Bank sent a requisition notice calling for an EGM on 21 September.

    The Bank had alleged that the current Dish TV Board was “not acting in line with good corporate governance standards and is not a fair representation of the incumbent significant shareholders of the Company which holds about 45 per cent shareholding in the Company.”

  • Yes Bank issues notice to Dish TV India calling for EGM

    Yes Bank issues notice to Dish TV India calling for EGM

    Mumbai: Yes Bank has called for an extraordinary general meeting (EGM) of shareholders of Dish TV India Ltd, after the latter sought an extension on its annual general meeting (AGM) scheduled for 27 September.

    The bank had issued a notice on 6 September calling for a resolution for the removal of the current board of directors of the company and appointment of a new board of directors including Akash Suri, Sanjay Nambiar, Vijay Bhatt, Haripriya Padmanabhan, Girish Paranjape, Narayan Vasudeo Prabhutendulkar, and Arvind Nachaya Mapangada.

    It had called for the ouster of Dish TV India’s managing director Jawaher Goel, and directors Ashok Mathai Kurien, Bhagwan Das Narang, Shankar Aggarwal, and Dr Rashmi Aggarwal.

    Yes Bank alleged that Dish TV India is seeking an extension of the AGM based on “unfounded reasons.” “In light of the company engaging in dilatory tactics in placing the resolution before the shareholders, the bank is constrained to issue the present notice for holding an extraordinary general meeting of the company,” it said.

    Dish TV India had notified the bank that a change in directorship requires prior approval of the ministry of information and broadcasting (MIB) and hence the resolutions for removal and appointment of directors cannot be placed before the shareholders at the AGM.

    To which the bank issued revised notices to the company on 9 September wherein the effectiveness in change in the directorship of the company was subject to MIB approval. The bank submitted details of the proposed list of directors to apply to MIB and seek their approval on 18 September.

    The bank believes that Dish TV India is not acting in line with good corporate governance standards and is not fairly representing the interests of the incumbent significant shareholders of the company. Its grievances include the company’s decision to move ahead with its capital raising exercise to the tune of Rs 1,000 crore by way of rights issue without consulting the significant shareholders.

  • Dish TV seeks more time to convene AGM, defers 27 Sep meeting

    Dish TV seeks more time to convene AGM, defers 27 Sep meeting

    New Delhi: Dish TV has sought additional time to convene the next Annual General Meeting (AGM), which was initially scheduled to be held on 27 September. The company has cited some regulatory approvals, that it needs to obtain before going ahead with the meeting.

    The DTH company has informed the BSE, that its Board of Directors has approved the application for postponing the AGM scheduled on 27 September. The new date of the meeting has not been disclosed yet, however, as per rules, the meeting could happen any time before 30 December.

    Earlier this month, one of its prime shareholders YES Bank, which holds 25.63 per cent stake in Dish TV India Ltd had sent a special notice to the company, seeking the removal of the current directors and managing director. The proposal was to be tabled at the upcoming annual 33rd general meeting.

    In its communique to the stock exchange on Sunday, the company has stated that the proposed changes in the Board are subject to applicable regulatory permissions and also other approvals which the Company requires to obtain. While it has already sent the applications to the Lenders for seeking their consent for the said change in the Board of Directors of the Company under applicable covenants, the approval is still awaited.

    “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 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, so that the Company has sufficient time to evaluate, analyse 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 wrote.

    In its special notice to Dish TV, Yes Bank had 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. This would also remove Goel from the post of chairperson of the Company.

    The Bank had alleged that the current Dish TV Board was “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.

    In its notice, Yes Bank had 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 had 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.

  • Yes Bank seeks removal of current directors of Dish TV

    Yes Bank seeks removal of current directors of Dish TV

    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.

  • Dish TV asks Yes Bank to get MIB go-ahead on its share acquisition

    Dish TV asks Yes Bank to get MIB go-ahead on its share acquisition

    MUMBAI: Last Friday, YES Bank informed the stock exchanges that it had acquired 24.19 per cent stake in direct-to-home (DTH) operator Dish TV India Ltd. The latter said on Monday that the disclosure filed by the bank regarding the acquisition contains certain incorrect facts.

    Moreover, it has highlighted another important aspect as per DTH License guidelines which clearly prohibit any change in equity structures of licensee company without prior approval from the ministry of information & broadcasting (MIB). Hence, it has stated that the acquisition of shares by Yes Bank without the ministry’s consent is against the DTH guidelines and has requested Yes Bank to obtain the green signal from the MIB prior to effecting their transfer.

    "We would like to mention that your statement, ‘shares acquired on invocation of pledge subsequent to default/breach of terms of loan to Dish TV India Limited’ is an incorrect statement," Dish TV said in a filing to the BSE.

    It also clarified that as on the date of the communication, the DTH platform was not in default of any payment obligations to Yes Bank under the financing facility availed from the lender.

    “Further, you are also well aware that ‘no shares have been pledged by the promoters of Dish TV or any other entity for the loans availed by Dish TV from Yes Bank Ltd. Therefore, there cannot be any question of invocation of any pledged shares in relation to the loans availed by Dish TV from Yes Bank,”’ the DTH company's official added in the note filed with the BSE yesterday.

    The bank had earlier in a note to the exchange informed that it  had acquired 44,53,48,990 equity shares having a nominal value of Re 1 per share.  “Shares have been acquired pursuant to invocation of pledge of the shares subsequent to default/breach of terms of credit facilities sanctioned by Yes Bank to Essel Business Excellence Services Ltd, Essel Corporate Resources Private Ltd, Living Entertainment Enterprises Private Ltd, Last Mile Online Ltd, Pan India Network Infravest Ltd, RPW Projects Private Ltd, Mumbai WTR Private Ltd,” Yes Bank had said.

    Dish TV has also requested Yes Bank to issue corrigendum to its earlier statement and inform the stock exchanges of the same.

  • Yes Bank acquires 24.19% stake in Dish TV

    Yes Bank acquires 24.19% stake in Dish TV

    MUMBAI: Yes Bank has acquired 24.19 per cent stake in Essel Group-promoted direct-to-home (DTH) operator Dish TV India Ltd. The bank has informed in a regulatory filing that it has acquired 44,53,48,990 equity shares having nominal value of Re 1 per share. Shares have been acquired on invocation of pledge of shares in a one-time transaction.

    “Shares have been acquired pursuant to invocation of pledge of the shares subsequent to default/breach of terms of credit facilities sanctioned by Yes Bank to Essel Business Excellence Services Ltd, Essel Corporate Resources Private Ltd, Living Entertainment Enterprises Private Ltd, Last Mile Online Ltd, Pan India Network Infravest Lrd, RPW Projects Private Ltd, Mumbai WTR Private Ltd,” Yes Bank said.

    Dish TV reported consolidated unaudited subscription revenues of Rs 798.2 crore and operating revenues of Rs 867.8 crore in the third quarter of FY 20. The company has a bandwidth capacity of 1,422 MHz with an ability to deliver more than 655 channels and services including 40 audio channels and 70 HD channels and services.

    The DTH operator emerged as one of the largest DTH operators with a huge subscriber base after a merger with Videocon D2H back in 2018. Earlier this year, merger talks between Dish TV and Airtel Digital TV reportedly ended with basic differences over each company’s valuations.