WHAT’S NEW IN THE REVISED FORM CRL-1
?
In this column , I will discuss important company law case laws and intricacies surrounding the interpretation of Indian Company Law.
CCI ORDERS PROBE INTO MARKET ABUSE CHARGES AGAINST ASIAN PAINTS
COMPLIANCE FAILURES AT SIGACHI INDUSTRIAL UNIT
KARNATAKA BANK MD AND ED RESIGNS OVER AUDIT RED FLAGS FOR SPENDING WITHOUT BOARD’S APPROVAL
REASON FOR RESIGNATION
On Sunday, June 29, 2025, Karnataka Bank's Managing Director & CEO, Srikrishnan Hari Hara Sarma, and Executive Director, Sekhar Rao, resigned.
A small amount of Rs 1.16crores spent towards consultancy fee beyond the delegated powers of the MD and not ratified by the board is the cause for resignation.
The resignation letter says reason is " personal and decision to relocate to Mumbai"
MARKET REACTION
The bank's shares dropped by 7–8% after the resignations became public, settling around ₹192–₹194, as investor concerns over governance spooked the market.
TRIGGERING GOVERNANCE ISSUES
This as a serious governance lapse: the statutory auditors’ report—made public—accused MD and ED of defying the board’s authority, which raises red flags about discipline and internal checks.
This
underscores the importance of strict adherence to board oversight and internal
controls.
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V SECKAR FCS,LLB 79047 19295
CAN AUDITOR BE APPOINTED BY A COMPANY PRIOR TO THEIR WRITTEN CONSENT AND ELIGIBILITY CERTIFICATE UNDER SECTION 141 COMPANIES ACT, 2013?
WHAT COMPANIES ACT 2013 SAYS ABOUT THE APPOINTMENT OF AUDITOR .
Section 139(1) of the Companies Act, 2013 and Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014:
“The company shall obtain prior written consent from the auditor proposed to be appointed, and a certificate stating that they are eligible under Section 141, before the appointment is made.”
ARISIFRA SOLUTIONS LTD
ARISIFRA SOLUTIONS LTD has appointed an auditor (Price Waterhouse Chartered Accountants LLP) without first obtaining:
Then ,the appointment is invalid, and it may attract penalties under:
Section 147: Penal provisions for contravention of Sections 139 to 146.
· Company: Fine up to ₹5 lakhs.
· Officer in default: Fine up to ₹1 lakh.
· Auditor (if knowingly consents): May be disqualified and penalized.
REMEDIAL ACTION
· If already filed, consider compounding or rectification by reporting to ROC with a compounding application under Section 441.
The interim order dated july 25, 2024 provided that the contravention can be compounded on a payment of a compounding fee of ₹ 75,000 by the company and ₹ 25,000 each by the two of their promoters/ Directors :
FINAL THOUGHT
No auditor appointment is valid unless the company has received their written consent and eligibility certificate prior to the appointment.
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MAJOR CHANGES ANNOUNCED BY SEBI ON RPT RULES
Now
,Shareholders of Listed Companies will receive valuation reports for
significant RPT transactions, accessible
via a web link and QR code.
SEBI
has made significant updates to the rules around Related Party Transactions
(RPTs) under LODR Regulations, with changes announced today, June 27, 2025
1.CEO/CFO CERTIFICATE NOW
MANDATORY FOR RPT
The
audit committee must receive a certificate from the CEO (or whole-time
director) and CFO, verifying that the terms of proposed RPTs are indeed in the
best interest of the company.
Previously,
promoters were also required to provide such certification; this requirement
has now been removed.
DETAILED
DISCLOSURES FROM SEPTEMBER 1,2025
From
September 1, 2025, companies are required to furnish:
· The new CEO/CFO certificate,
· An external valuation or valuation report,
· Detailed disclosures in a standardized format to both
the audit committee and shareholders
INDUSTRY STANDARDS FRAMEWORK
BROADER MATERIALITY POLICY REQUIREMENTS
WHAT LISTED COMPANIES SHOULD DO?
· Update internal RPT policies to include signature
requirements from CEO/CFO.
· Engage external valuers for RPTs above ₹1 crore.
· Revise templates to match standardized disclosure
formats.
· Train audit committees and boards on the new thresholds,
categories, and documentation needs.
· Schedule a policy review once every 3 years, in line
with LODR amendments.
RELAXATION
IN ROYALTY PAYMENT DISCLOSURES:
SEBI has eased the requirement for peer
comparison in royalty payment-related disclosures, reducing compliance burden.
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V SECKAR FCS,LLB 79047 19295