COMPLIANCE REMINDER FOR THE MONTH ENDING 30 JUNE 2025.

 

COMPLIANCE REMINDER FOR THE MONTH ENDING 30  JUNE 2025.

UNDER COMPANIES ACT ,2013 Director KYC (DIR-3 KYC / Web-based) On going Form DPT-3 (Return of Deposits) 30-June-2025 Dematerialization of shares for private companies (other than small) MCA Circular G.S.R. 131(E) CDSL/NSDL 30-June-2025
FOR ALL COMPANIES
Monthly TCS Payment	07-06-2025
Uploading of declarations received from the buyer in the month of May, 2025    Form  27C	07-06-2025
Quarterly TDS certificates (in respect of tax deducted for payments other than salary) for the quarter ending March, 2025 Form No 16A	15-06-2025
Certificate of tax deducted at source to employees in respect of salary paid and tax deducted during Financial Year 2024-25  Form No 16A	15-06-2025
Furnishing of challan-cum statement in respect of tax deducted under section 194-IA/194-IB/194M/194S (by specified person) in the month of May, 2025   Form .No. 16C/D/E/F	30-06-2025
GSTR 1 Monthly	11-06-2025
GSTR 1 Quarterly	13-06-2025
Payment  of ESI	15-06-2025
Payment of DF (ECR)	15-06-2025
Issue TDS Certificates (Sec 194-IA/IB/M)	14-06-2025
GSTR 3B (Monthly)	20-06-2025
Summary of Tax Deducted at Source (TDS) and deposited under GST laws for the month of May-’25-GSTR-7	10-06-2025
Registered e-commerce taxpayers in India who are liable to pay TCS should be deducted on or before 10th May. GSTR-8	10-06-2025
TDS/TCS Returns (Q4 FY 2024-25)	30-06-2025
State Professional Taxes	10-06-2025
Final Instalment Advance Tax	15-06-2025
COMPLIANCES UNDER FEMA
Form ECB 2	07-06-2025
Software Export Form for the month of May -’25. SOFTEX	30-06-2025

R V SECKAR FCS LLB

79O47 19295

Company secretary exonerated in RPT -transaction under companies act 2013 -IN M/S STANLEY LIFESTYLE LIMITED Vs ROC,BANGALORE

 

Company secretary exonerated in RPT -transaction under companies act 2013 -IN M/S STANLEY LIFESTYLE LIMITED Vs ROC,BANGALORE- Rs 50 lakh fine on MD & WTD

Between the fiscal years 2008–09 and 2013–14, Stanley Lifestyles Limited engaged in numerous transactions with related parties, including entities such as Designo, Saash Lifestyle Products Pvt. Ltd., Artex Aesthetes, ABS Seating, Starass Seating Pvt. Ltd., Classee, and Stanley Boutique.

The total number of such transactions across these years was substantial, with 1,392 transactions in 2008–09 and 323 in 2013–14. These transactions collectively accounted for approximately 33.34% of the company's annual turnover during that period.

ROC BANGALORE IMPOSED A PENALTY OF ₹50 LAKH ON DIRECTORS FOR NON-COMPLIANCE OF “Related Party Transactions” UNDER SEC 188 OF THE COMPANIES ACT, 2013.

M/s Stanley Lifestyle Limited ‘s Financial Statements, AS-18 disclosures, & AOC-2 Form, the company disclosed huge Related Party Transactions.

In the AOC-2 Form, it was disclosed that company had taken Board Approval on various dates in the FY 2015-16 & 2016-17, & continued with the same resolution even during FY 2020-21.

As per the provision of section188(2) of the CA,2013,” Every contract or arrangement entered into under sub-section(1)shall be referred to in the Board’s report to the shareholders along with the justification for entering into such contract or arrangement.”

NO OMNIBUS APPROVAL  FROM  AUDIT COMMITTEE

No Omnibus Approval was granted by the Audit Committee for these huge transactions on a year-on-year basis.

Huge transactions were carried out without proper authority in the past  years .

AT ARM'S LENGTH AND IN THE ORDINARY COURSE OF BUSINESS

However, they contended that all transactions were conducted at arm's length and in the ordinary course of business. They also undertook not to repeat this violation in the future.

COMPANY SECRETARY WAS EXONERATED

Ex-Company Secretaries were initially considered part of the default under Section 188(5) of the Companies Act, 2013.However, during the Personal  Hearing, a submission was made stating that the responsibility for entering into and authorizing such transactions rested solely with the MD & WTD. Accordingly, adjudication proceedings against the Ex-CS were dropped.

R V SECKAR, FCS, LLB

79047 19295

WHETHER UNREGISTERED POWER OF ATTORNEY AND AGREEMENT TO SELL CREATE VALID TITLE TO IMMOVABLE PROPERTY?

 VINOD INFRA DEVELOPERS LIMITED VS MAHAVEER LURIA & OTHERS –IN SUPREME COURT –

WHETHER UNREGISTERED POWER OF ATTORNEY

 AND AGREEMENT TO SELL CREATE VALID TITLE

 TO IMMOVABLE PROPERTY?

WHAT HAPPENS WHEN SUCH DOCUMENTS ARE

 REVOKED BEFORE EXECUTING SALE DEEDS?

In VINOD INFRA DEVELOPERS LIMITED VS MAHAVEER LURIA & OTHERS, the Supreme Court 𝗵𝗮𝘀 𝗙𝗜𝗥𝗠𝗟𝗬 𝗿𝗲𝗶𝗻𝗳𝗼𝗿𝗰𝗲𝗱 𝘁𝗵𝗮𝘁:

·       Unregistered agreements to sell CANNOT transfer title - even with possession

·       Revoked power of attorney renders subsequent sale deeds VOID

·       Revenue mutations based on invalid documents carry NO legal weight

·       Plaint cannot be rejected if ANY independent cause of action survives

VINOD INFRA DEVELOPERS LIMITED borrowed ₹7.5 crores, executed unregistered power of attorney & agreement to sell as security. When they revoked these documents in 2022, the lender (MAHAVEER LURIA & OTHERS ) still executed registered sale deeds.

Supreme Court held: "Unregistered documents cannot confer title. Revoked authority cannot validate subsequent transfers."

It is to be noted that the Supreme Court of India has consistently held that an unregistered General Power of Attorney (GPA) and Agreement to sell do not confer valid title or ownership rights over immovable property.

This principle was reaffirmed earlier by Supreme Court in the case of SHAKEEL AHMED V. SYED AKHLAQ HUSSAIN, where the Court emphasized that such documents are insufficient to transfer property rights.

GPA (GENERAL POWER OF ATTORNEY)

The Supreme Court has earlier clarified that a GPA (General Power of Attorney) is not an instrument of transfer and cannot create or transfer ownership rights in property.

AGREEMENTS TO SELL

The Supreme Court earlier reiterated that such agreements to sell, whether registered or unregistered, do not confer title or ownership rights.

REGISTRATION REQUIREMENT:

Under Sections 17 and 49 of the Registration Act, 1908, documents that  transfer or create an interest in immovable property must be registered to be legally enforceable. Unregistered documents like a GPA or Agreement to Sell cannot confer any right or title in immovable property.

Supreme Court has held in the following cases that unregistered documents like a GPA or Agreement to Sell cannot confer any right or title in immovable property

• S. Kaladevi v. V.R. Somasundaram (2010) 5 SCC 401

 • Suraj Lamp & Industries (P) Ltd. v. State of Haryana (2012) 1 SCC 656

 • Central Bank of India v. Prabha Jain, 2025 INSC 95

 • Cosmos Co. Operative Bank Ltd v. Central Bank of India, 2025 SCC OnLine SC 352

POINTS TO PONDER

In light of the Supreme Court's above rulings, it is clear that an unregistered GPA and Agreement to Sell do not create valid title to immovable property. To establish ownership, a registered Sale Deed is required.

Always advise your clients that only registered sale deeds create valid title. Unregistered documents are mere contracts requiring specific performance suits.

R V SECKAR FCS.LLB

79047  19295

WHAT IS AN ANNUAL SECRETARIAL COMPLIANCE REPORT (ASCR) UNDER SEBI LODR?

 WHAT IS AN ANNUAL SECRETARIAL COMPLIANCE REPORT (ASCR) UNDER SEBI LODR?

SEBI by Regulation 24A(2) of the SEBI (LODR) Regulations, 2015 prescribed that “Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.(30th May 2025)

 

APPLICABILITY

·      Applicable to all listed entities (whose equity shares are listed on stock exchanges).

·      Specifically required under Regulation 24A of SEBI LODR, read with SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019.

CONTENTS OF THE REPORT

The report includes:

·      Review of compliance with SEBI laws and regulations during the financial year.

·      Observations and comments of the Peer-viewed PCS regarding:

·      Any non-compliance

·      Deviations

·      Actions taken by the company

·      Details of actions taken by SEBI or stock exchanges (if any) and the company’s response.

·      The recently added regulation 46(2)(za) of the LODR Regulations. Which states that “Employee Benefit Scheme Documents, excluding commercial secrets and such other information” is required to be disclosed on the website of the listed entities.

·      All the Peer-Viewed Practising Company Secretaries while issuing the compliance report is required to give confirmation of the aforesaid disclosure on the website of the listed entity in the latest prescribed format.

WHETHER AN LISTED COMPANY'S MATERIAL UNLISTED SUBSIDIARIES HAS TO FILE ANNUAL SECRETARIAL COMPLIANCE REPORT?

Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the requirement to file the Annual Secretarial Compliance Report is primarily applicable to listed entities, not directly to their subsidiaries — whether listed or unlisted.

However, there are nuances:

MATERIAL UNLISTED SUBSIDIARY:

The material unlisted subsidiary itself is not required to file the ASCR under SEBI LODR directly, because the regulation applies to listed companies. However:

The listed parent company must ensure compliance with provisions related to its material unlisted subsidiaries, such as having an independent director on the board of such subsidiaries (Regulation 24).

The operations of the material unlisted subsidiary may be covered in the parent company's ASCR in terms of compliance oversight.

Material unlisted subsidiaries do not have to file the SEBI Annual Secretarial Compliance Report themselves.

Only the listed parent company has to file this.

However, such subsidiaries may still be subject to secretarial audit under the Companies Act, 2013.

CONSEQUENCES OF NON-COMPLIANCE

Failure to submit the Annual Secretarial Compliance Report may result in:

·      Penalties by stock exchanges

·      Possible SEBI action

·      Negative impact on corporate governance ratings

R V SECKAR, FCS, LLB

79047 19295

SEBI LODR Update: Clarification on Record Date Circular dated 7 February 2025

 

SEBI LODR Update: Clarification on Record Date Circular dated 7 February 2025

What’s New?

Three-Day Gap Required

A minimum of three working days must elapse between the board/shareholders’ approval date and the record date for any corporate action.

Note: Neither the approval date nor the record date itself counts toward these three days.

No More Transfer-Book Closures

SEBI has deleted Regulation 42(5) (effective 12 December 2024), so companies no longer need to announce any closure of transfer books for corporate actions.

What This Means for You

Plan Ahead: Obtain approvals well in advance to accommodate the three-day interval.

Skip the Notices: You can dispense with transfer-book closure announcements—focus only on fixing the record date.

Stay Compliant: Align dividend, rights-issue, bonus-issue or stock-split timelines to these new requirements.

Quick Reference

Pre-Amendment: 7 clear-day notice + mandatory book-closure.

Post-Amendment: 3 working-day gap from approval → record date; no book-closure notices.

Courtesy : PCS Tanisha Srivastava

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