Yes Bank moves Bombay High Court for directions to NCLT to decide application seeking EGM of DishTV

Yes Bank has moved the Bombay High Court for directions to the National Company Law Tribunal (NCLT), Mumbai to hear and dispose of its application asking DishTV to convene an extra-ordinary general meeting (EGM)..Yes Bank, which was the largest shareholder of DishTV, had approached the NCLT under Section 98 of the Companies Act to convene an EGM. This application had been pending for over a year.Aggrieved by this, the Bank approached the High Court stating that despite being the largest shareholder (25.63% of DishTV’s share capital), it was not able to convene an EGM.The same was severely prejudicing the rights and interests of Yes Bank, causing irreparable harm, and had the effect of frustrating the very object of filing the application before NCLT..A Bench of Justices SV Gangapurwala and RN Laddha granted time to DishTV to reply to the petition and posted the matter for hearing on October 3..Yes Bank had lent ₹5,270 crore to various entities belonging to the Essel Group of companies which were secured by pledges over the shares of DishTV in favour of the Bank.Essel defaulted in repayment of the loan, and thus Yes Bank acquired the legal and beneficial ownership of 47,19,13,990 shares by invocation of the pledge.It was Yes Bank’s case that DishTV’s Board had been acting in a manner prejudicial to the interests of its significant shareholders. Thus, Yes Bank requisitioned an EGM in September 2021 for reconstitution of the Board.In October, DishTV informed the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) about its unanimous decision to not call for the EGM made during its Board meeting.Accordingly, on October 16, Yes Bank in exercise of its rights as the largest shareholder, addressed a letter to the DishTV Board informing them that the Bank was proceeding to call for and hold the requisitioned EGM. The company responded that they were placing the letter for consideration and thereafter did not address any further communication to Yes Bank..Accordingly, the Bank filed an application before the NCLT seeking directions to the company to hold an EGM. On October 27, NCLT asked DishTV to file its response, but it failed to do so.The application was listed for hearing in January and February, and thereafter, upon mentioning for urgent listing, it was listed in April, May, June, July and even September.While continuing to deprive Yes Bank of its statutory right to convene an EGM, DishTV held an Annual General Meeting (AGM) in December 2021 as well as an EGM in June 2022.The meetings also indicated that a majority of the members have lost all confidence and trust in the present Board, Yes Bank stated.