Thursday, July 31, 2025

CHECKLIST FOR LISTED COMPANIES FOR CALLING AGM ON OR BEFORE 30th SEPTEMBER,2025

 CHECKLIST FOR LISTED COMPANIES FOR CALLING AGM ON OR BEFORE 30th SEPTEMBER,2025 



  1. AGM Notice, Directors Report and Annexures to be prepared, reviewed and confirmed  

  1. Date and time of AGM to be finalized 

  1. Audited Financials for FY2024-25 in word format – Auditors Report with Annexures; Balance Sheet, Cash Flow Statement, Profit & Loss Account; Notes to accounts; schedules to Balance Sheet, Profit & Loss Account; Risk management objectives and policies - An analysis of assets and liabilities analysed (maturity analysis) according to when they are to be recovered or settled. 

  1. Appointment of scrutinizer for the AGM 

  1. Closure of Register of Members and share transfer books for the AGM 

  1. Sending AGM Notice + Annual Report (including Directors Report, Audited Financial Statements, Auditors Report) to shareholders (email mode) – draft to be shared by RTA once the AGM date and time are confirmed (atleast 21 days before AGM) 

  1. Dispatch of physical notice – web link to be shared with the shareholders (intimation to BSE and publication in newspaper- link for AGM notice and Annual Report).  

  1. Intimating BSE about AGM details (date, mode, book closure etc.) – promptly after board meeting (approval of AGM date and financials)+ atleast 7 working days before book closure 

  1. Publication of newspaper advt. (immediately after notice dispatch and atleast 21 clear days before AGM 

  1. Intimation to BSE about book closure/record date (at least 7 working days before record date) 

  1. Cut-off date for remote e-voting (not earlier than 7 days before e-voting) 

  1. EVSN creation and EVSN activation for the AGM ; E-Voting schedule upload in Issuer login 

  1. Remote e-voting start date (3 days before AGM) 

  1. Remote e-voting end date (1 day before AGM – by 5 PM) 

  1. Conduct of AGM via VC/OAVM (on or before 30.09.2025) 

  1. Submission of AGM outcome to BSE (within 24 hours of conclusion) 

  1. Submission of voting results and scrutinizers report to BSE (within 2 working days of AGM) 

  1. Filing of Form AOC-4 XBRL (within 30 days of AGM) 

  1. Filing of Form MGT-7 (Within 60 days of AGM) 

  1. Filing of Form MGT-14 (within 30 days of AGM) 

  1. Filing of Form MGT-15 (within 30 days of AGM) 

  1. Uploading of annual report , AGM notice on website (at the time of dispatch to shareholders) 

  1. Audited Financials to be updated in RBI (CIMS portal) : to be uploaded after AGM 

 

R V SECKAR FCS, LLB   79047 19295 

 

Wednesday, July 23, 2025

INDEPENDENCE OF INDEPENDENT DIRECTORS IS QUESTIONED IN DISH TV CASE


INDEPENDENCE OF INDEPENDENT DIRECTORS IS QUESTIONED IN DISH TV CASE


Dish TV India Ltd., a prominent satellite television provider, came under scrutiny due to a prolonged and public shareholder battle. 

Yes Bank, the largest shareholder, which acquired a significant stake (25%) after invoking pledged shares with it by Dish TV. 

ALLEGATIONS AGAINST DISH TV 

 Dish TV delayed disclosure of voting results from its Annual General Meeting. 

 
SEBI sends multiple advisories.  

The stock exchanges remain in the dark. 

And all eyes turn to the Independent Directors. 

THE KEY ISSUES: 

  • Independent directors were seen as siding with the promoter group, allegedly at the cost of minority shareholders' interests. 

  • A dispute over board control, with Yes Bank seeking to reconstitute the board and remove certain directors, including the managing director. 

  • Allegations against the board for not acting in the best interest of shareholders and delaying a vote on key resolutions. 

ISSUES WITNESSED BY DISH TV  

  • Dish TV demat accounts were Frozen  

  • Regulatory scrutiny was ordered  

  • There was a tangle. 

ONE KEY QUESTION FROM SEBI: 
 
Did the Independent Directors acted with independence? 

Failure of Oversight 

  • Dish TV board, including independent directors, did not adequately respond to the requisitions made by Yes Bank which is one of the major shareholder, leading to concerns about their autonomy and effectiveness. 

  • This raised red flags about whether Dish TV’s independent directors were fulfilling their fiduciary duties. 

SEBI’s HELPING HAND  

Finally , SEBI eventually relieved the three Independent Directors from liability, acknowledging they weren’t complicit.   

FINAL THOUGHTS  

The Dish TV case is a cautionary tale for independent directors, signaling a shift toward greater accountability and higher expectations. 

Independent Directors should not be a silent spectator.  

  • Independent Directors should be a watch dog . 

  • They should understand the real-time duties under SEBI LODR 

  • They should recognize red flags in disclosures and governance delays 

  • They should assert their role when shareholder rights are at stake 
     

  •  Independent Directors should create a culture of accountability in listed companies 

 

R V SECKAR FCS,LLB 79047 19295