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YES Bank AGM sees high drama, voting

Appointment of directors put to vote; Bombay HC to have final say

M SaraswathyAbhijit Leleand Samie Modak Mumbai
Last Updated : Jun 09 2013 | 12:02 AM IST
The tussle between the promoters of YES Bank over board-level appointments spilled into the private lender’s annual general meeting (AGM) today, as crucial resolutions to induct three board members were opposed by several shareholders.

As a result, the proposals to induct the board members were put to vote, the outcome of which will be known by Monday. The voting was closely monitored by an appointed scrutiniser and representatives of both the parties.

The ballot outcome may not have any direct legal bearing as the Bombay High Court had said the appointments of the three directors would be subject to its directions. All resolutions were passed in the AGM unanimously or with a majority, barring resolutions relating to the appointment of Diwan Arun Nanda, Ravish Chopra and M R Srinivasan as directors.

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Madhu Ashok Kapur — the widow of YES Bank’s late co-founder Ashok Kapur — and her two children had moved the high court requesting a stay on the AGM. Though the high court refused to order a stay, it said the directors’ appointment will be subject to court’s order. Kapur wanted her daughter, Shagun Kapur Gogia, to have a board seat. “The bank is doing well. But our rights should also be recognised,” she said, refusing to elaborate as the matter was sub judice.

Sources said promoter Rana Kapoor — co-founder, managing director and chief executive officer of YES Bank — had tried to resolve the issue before the court hearing and had sent a letter to Kapur on June 6, assuring that their rights will be protected but cited certain regulatory issues which could pose a challenge for the appointment of Gogia on the board.

Sources said Kapoor's wife Bindu also met her sister and Gogia to resolve the issue. Kapoor said in his letter that the proposal to induct Gogia would be taken up in the July 24 board meeting.

Several shareholders said at the meeting Kapur was fair in asking for a representation on the board as her family owned almost equal number of shares as Kapoor in YES Bank.

“YES Bank is doing a great job as far as business growth is concerned. We have no complains in that regard. The other family also has an equal right which cannot be denied just because you think that the power will get diluted,” said Paawan Seksaria, whose family owns a few thousand shares.  (PROMOTER DISPUTES)

Some shareholders also expressed concern that the tussle will impact share price.

YES Bank refused to comment, saying the matter was sub judice.

Though, the family feud has now come into the public domain, sources have indicated that the conflict begun in early 2009, few months after Ashok Kapur died in the 26-11 Mumbai terror attacks in 2008.

Back then Kapur, who inherited 12 per cent shares in YES Bank, had written to Kapoor asking him to induct her into the board. However, the proposal was turned down by the board citing Reserve Bank of India’s “fit and proper” criteria.
BOARDROOM BATTLE
 November 2003
  • YES Bank incorporated
 March 2004
  • Promoters Rana Kapoor and Ashok Kapur, and key investors including Rabobank, infuse capital
 November 2008
  • Ashok Kapur, the then chairman of YES Bank, dies in 26 /11 Mumbai terror attacks
 April 2009
  • Madhu Kapur expresses interest to be inducted into the bank board
  • Proposal gets rejected citing RBI's “fit and proper” criteria
 June 5, 2013
  • Kapur sends written request to YES Bank Chairman M R Srinivasan and to Kapoor to induct her daughter Shagun Kapur Gogia as her nominee on the bank's board
June 6, 2013
  • Kapoor writes back to Kapur citing regulatory issues in way of inducting Gogia on the board
  • Kapur files a petition in Bombay High Court to issue a stay on the annual general meeting where there is a resolution to appoint three new directors of the bank
June 7,2013
  • Bombay HC refuses to grant stay on AGM. However, says the appointments of the three would be subject to further directions of the court
June 8, 2013
  • YES Bank holds ninth AGM; Kapur attends it with Gogia and son Gaurav Kapur
  • Seven out of 10 resolutions passed by majority shareholder
  • Resolutions to appoint Ravish Chopra, Diwan Arun Nanda and Srinivasan opposed
  • Ballot voting on these issues held; result in 48 hours

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First Published: Jun 08 2013 | 11:03 PM IST

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