After Yes Bank termed certain investments by Dish TV as dubious and sought a forensic audit on the same, Dish TV has now sought to defer its annual general meeting (AGM), which was supposed to be held on September 27. Direct-to-Home service provider Dish TV is currently facing special notice from its shareholder Yes Bank, to remove its Managing Director Jawahar Goel along with four other directors. In an interview with CNBC-TV18, Sandeep Parekh, founder, Finsec Law Advisors, shared his views on the above development.
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Parekh said, “From what I understand, the company seems to have accepted the entire proposal of Yes Bank. I think they are buying time to make sure that they are ticking all the boxes. So, it will happen the way Yes Bank wants it to happen except it may not be on the timeline that Yes Bank seeks.”
According to Parekh, this deferral by Dish TV in holding their AGM does seem like a quasi-stalling tactic. He said, “Yes, on the face of it, it does appear so. However, there could be games being played and one cannot rule that out. But it appears like they seem to be saying, give us some time to make sure we are doing all the compliances, ticking all the boxes right. There could always be wheels within wheels and they may be trying to buy time for getting some leeway in terms of change of director, prior approval, etc. It is hard to predict what really is going on behind the scenes.”
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On regulatory action that is required before requisitioning a shareholders’ meeting for changing the board, Parekh said that typically in a situation where the change of control is involved, prior approval is required from the I&B Ministry.
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He said, “Now, does the addition of several directors and removal of directors amount to change of control or you know, change of control has already occurred and what is really happening is a kind of moment of directors, that is a legal question, which both Yes Bank and the company will have to figure out.” He further mentioned that there are two things in law, one is the power- the actual change in control, the other is the execution. So if this is only the execution, then prior approval will not be required.
For the full interview, watch the accompanying video
(Edited by : Dipika Ghosh)