Dish TV To NCLT: Yes Bank's Petition For Calling EGM Does Not Meet Statutory Shareholding Requirement

D2H services operator Dish TV on Tuesday urged the National Company Law Tribunal (NCLT) to quash the petition filed by its largest shareholder Yes Bank seeking to convene an extraordinary general meeting of shareholders. Dish TV in its application before the Mumbai bench of the NCLT stated that Yes Bank does not meet the statutory shareholding requirement of 10 per cent required under section 102 of the Companies Act to call an EGM.  The next date of hearing is December 22. The tribunal directed the parties to complete their pleadings by filing their replies and rejoinders.

Yes Bank holds a 24.19 per cent stake in Dish TV. However, the Essel Group company claims that its shareholding in the company is "under dispute" and a criminal investigation is being conducted by the office of the Crime Branch of the Gautam Buddha Nagar district of Uttar Pradesh.

The private banker is seeking a series of removals and appointments on the D2H operator's board. This includes the demand to oust Managing Director Jawahar Lal Goel along with directors Rashmi Aggarwal, Bhagwan Das Narang, Shankar Aggarwal and Ashok Mathai Kurien.  

It has received a notice 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 approx 44.5 crore shares of Dish TV by Yes Bank, 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.

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. 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".

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 the private banker before the NCLT.

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