YES EGM plea doesn't meet statutory requirement: Dish TV to NCLT

Dish TV has urged the National Company Law Tribunal (NCLT) to dismiss the petition filed by its largest shareholder Yes Bank India Ltd, which is seeking to convene EGM of the Direct-to-Home service provider.

Filing an application before the Mumbai bench of the NCLT, Dish TV has contended Yes Bank Ltd (YBL) does not meet the statutory shareholding limit of 10 per cent required under section 102 of the Companies Act to call for an Extra-Ordinary General Meeting (EGM) of the company.

Dish TV is facing a notice from YBL to remove its Managing Director Jawahar Goel and four other directors from the board. It has moved NCLT after the board of the Essel group firm rejected YBL's requisition notice to convene EGM to reconstitute the board.

YBL holds a 24.19 per cent share of Dish TV, however, the Essel group firm, in the application, has claimed its shareholding in the company is currently "under dispute" and a criminal investigation is being conducted by the office of Crime Branch of the Gautam Buddha Nagar district of Uttar Pradesh.

It has received a notice from under Section 102 of the Criminal Procedure Code from the office of the Crime Branch on November 6, 2021, stating that there is a restriction on dealing in and/ or exercising any rights in respect of 44,53,48,990 shares of Dish TV by YBL, till the completion of the investigation or until further orders, Dish TV contended.

"Thus, the petitioner (YBL) does not meet the statutory shareholding limit of 10 per cent as required under the Companies Act for a member/ shareholder to requisition an EGM of the company as the 4.45 crore shares held by the petitioner which form the subject matter of investigation by the Office of the Crime Branch, and as such, the said 4.45 crore shares cannot be considered while determining whether petitioner meets the statutory requirement of 10 per cent. Hence, the applicant is seeking the dismissal of the petition with costs," said Dish TV.

It has also informed the stock exchanges regarding the development, the Essel group firm said in the application filed before the Mumbai Bench of NCLT.

Interestingly, Dish TV has also claimed that it "is unaware of the details of the investigation" and appears from the notice that it relates to an FIR registered in the year 2020.

"As a result of the notice issued to YBL, it cannot exercise any rights (including voting rights) attached to the shares, which amount to 24.19 per cent shareholding with voting (or any other) rights attached. YBL is thus left with a mere 1.44 per cent shareholder with voting rights in Dish TV as of date (of which 0.85 per cent is claimed to be held through IDBI Trusteeship Services Ltd)," it said.

Moreover, Dish TV has also denied all allegations, contentions, statements and averments contained in the petition filed by YBL terming it as "baseless, false and malafide".

Meanwhile, on Tuesday, the Mumbai Bench of NCLT has put the petition filed by YBL for further hearing on December 22. The tribunal has directed the parties to complete their pleadings by filing their replies and rejoinders.

Last month, Dish TV had said it will seek time till December 31 for conducting its annual general meeting amid the pendency of a petition filed by YBL before the NCLT.

Dish TV is facing a notice from its Yes Bank to remove its Managing Director Jawahar Goel and four other directors from the board, and it has postponed the AGM, which was scheduled to be held on September 27.

YBL has already sent notice to call an EGM of the DTH service provider after it had proposed to postpone the AGM.

On October 13, the Dish TV's board rejected Yes Bank's requisition notice to reconstitute the board on technical grounds as it requires certain prior approvals.

After this, YBL moved before the Mumbai bench of the NCLT seeking its direction to call an EGM to vote on the proposals to remove Jawahar Goel and four other directors.