HC rejects Dish TV plea against YES voting rights, says no case made out

A bench led by Justice GS Patel and Justice MJ Jamdar said World Crest Advisors, Dish TV promoter group entity, had not made any case in its plea against YES Bank, and was dismissing the appeal

The Bombay High Court on Thursday dismissed the appeal filed by a Dish TV promoter entity against YES Bank — the largest shareholder in the direct-to-home company — paving the way for the latter to vote at the extraordinary general meeting (EGM), to be held on Friday.

A bench led by Justice GS Patel and Justice MJ Jamdar said World Crest Advisors, the Dish TV promoter group entity, had not made any case in its plea against YES Bank, and was therefore dismissing the appeal filed by it.

The appeal by World Crest was filed in response to an order passed by a single-judge bench of the Bombay High Court last week, rejecting its interim application to restrain YES Bank from voting at the EGM.

The EGM will see Dish TV, which is a part of the Essel group, seek the re-appointment of Jawahar Goel and Anil Dua as managing director and whole-time director of the firm, respectively. It is also seeking the appointment of RC Venkateish as an independent director. All three are marked as special resolutions by the company in its EGM notice dated May 26.

Proxy advisory firms say that Dish TV will require 75 per cent of shareholders’ vote to push through the three resolutions.
 

“It will be a challenge for Dish TV to get these special resolutions passed, since there is a dispute between the promoters of the company and YES Bank,” Shriram Subramanian, founder and managing director of InGovern Research Services, a proxy advisory firm, said.

YES Bank has a 24.78 per cent stake in Dish TV, while the promoters of Dish TV hold 5.93 per cent stake according to its shareholding pattern for the quarter ended March 31, 2022.

A look at the voting results following the company’s annual general meeting (AGM) held on December 30, 2021 shows that 77.6 per cent of votes were polled against the adoption of annual accounts, while 78.9 per cent were against Ashok Kurien’s re-appointment to the company’s board. And 53.4 per cent of shareholder votes were cast against giving remuneration to the cost auditors for the financial year 2021-22.

Incidentally, Dish TV had disclosed the AGM results on March 8, a day after it had received a notice from the Securities and Exchange Board of India (Sebi) for non-disclosure of voting results.

YES Bank has claimed all along that it had extended loans of Rs 5,270 crore to 10 different Essel group entities between 2015 and 2018, against shares pledged by promoters of the group. Owing to repayments issues, it had subsequently taken ownership of these shares. This included Dish TV, where it is the largest shareholder of the company.

Essel group Chairman Subhash Chandra, on the other hand, had said in an interview to Business Standard in March that its promoter group entities owed only Rs 4,200 crore to the bank and that the dispute was hurting Dish TV’s business and stakeholders.

Chandra also said the group was open to exploring multiple options to settle the dispute, including buying back the shares held by the bank, merging Dish TV with one of the rival players such as Airtel and Tata Play, and appointing a mediator to resolve differences.

On Thursday, shares of Dish TV rose 1.12 per cent on the BSE, closing trade at Rs 10.88 apiece.