Circ re. (Outcome of Board Meeting)
Updated : 13:57
October 13, 2021
London Stock Exchange plc.
10 Paternoster Square
London
EC4M 7LS
Subject: Outcome of the Board Meeting held on October 13, 2021
Dear Sir/Madam,
This is in respect of receipt of Notice under Section 100 of the Companies Act, 2013 from Yes Bank Limited ('YBL'), for calling an Extra Ordinary General Meeting ('EGM') of the Company for placing of certain resolutions.
In this regard, this is to inform you that the Board of Directors of the Company at their meeting held today, i.e. October 13, 2021, considered the said Notice. The Board considered the factual background, as also the legal advice and the opinions received from various legal experts.
Post detailed deliberations and consideration of the above said facts, advice and opinions, the Board was of the opinion that inter-alia:
· Owing to YBL being a Banking Company and YBL's shareholding in the Company being a consequence of invocation of pledges, there are certain embargos under the provisions of the Banking Regulation Act, 1949 read with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, because of which the said resolutions cannot be placed before the shareholders;
· In any event, the resolutions proposed to be placed before the shareholders of the Company as sought by YBL:
- require certain prior steps to be undertaken by YBL under the applicable provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and also prior approval to be obtained by YBL under the Competition Act, 2002; and,
- require prior approval of Ministry of Information and Broadcasting in respect of national security clearance as well as that of Company's Lenders.
Accordingly, in view of the above and considering (a) its fiduciary duties and (b) that the Board shall be in violation of extant laws if it acts upon the Notice, the Board unanimously agreed that the EGM cannot be called, as sought by YBL vide the requisition Notice dated September 21, 2021 received by the Company on September 23, 2021 vide e-mail. The Board also instructed the management to send a detailed response to YBL.
You are requested to kindly take the above on record.
Thanking you,
Yours faithfully,
For Dish TV India Limited
Ranjit Singh
Company Secretary and Compliance Officer
Membership No. A15442
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