Major victory for Yes Bank: Jawahar Goel exits as Dish TV MD after losing vote at EGM

In a setback to Dish TV India, its shareholders on Friday voted against the reappointment of managing director Jawahar Lal Goel and two other directors. The development is a major victory for Yes Bank, the largest shareholder in Dish TV with a 25.63% stake, which had opposed Goel’s reappointment.

Goel and the two others — wholetime director Anil Kumar Dua and director Rajagopal Chakravarthi Venkateish — relinquished their positions on the board following the outcome of the voting at the company’s extraordinary general meeting (EGM). However, the company said that Goel would continue as a non-executive director and Dua as chief executive officer of the company.

The outvoting of Goel and the other directors happened after the Bombay High Court on Thursday allowed Yes Bank to vote at the EGM.

The e-voting for the resolutions had started on Monday and ended on Friday.

The legal tangle in Dish TV had started after Yes Bank sought the removal of five directors – including chairman and MD Goel – accusing them of corporate governance issues.

Dish TV is a part of Essel Group and run by Goel, Zee group patriarch Subhash Chandra’s brother, with the promoters holding a 5.93% stake in the firm.

In its EGM notice issued in May, Dish TV had sought shareholders’ approval for reappointment of Goel as its MD (effective from April 1, 2022, to March 31, 2025), reappointment of Dua as wholetime director (from March 26, 2022 to March 25, 2025) and Venkateish as a non-executive independent director.

Proxy advisory firm Stakeholders Empowerment Services had in a report asked shareholders to vote against the reappointment of Goel, citing concentration of power due to his CMD position and that of Venkateish as he being a past employee. However, according to SES, there were “no major governance” concerns against the reappointment of Dua.

On Thursday, the Bombay HC had dismissed a petition filed by World Crest Advisors, a promoter entity of Dish TV, and upheld last week’s order of a single bench judge of the HC.

World Crest, in its interim petition, had sought to be declared the owners of more than 440 million shares (nearly 24.19% stake) of Dish TV, which were pledged in favour of Catalyst Trusteeship (a security trustee for the shares that were pledged to Yes Bank). The promoter company had also moved the HC seeking to restrain Catalyst and Yes Bank from exercising voting rights in respect of the shares.

According to World Crest, these shares were pledged in lieu of term loans provided by the bank to various Essel Group companies and lenders and pledgees were not the owners of shares and could not exercise voting rights. However, Yes Bank believed it was the owner of the shares.