CANCELLATION OF THE BANKING LICENCE OF PAYTM PAYMENTS BANK BY RBI AND WINDING UP ORDER BY HIGH COURT IS JUSTIABLE WHEN THE COMPANY RECOVERS FROM LOSSES AND POSTED PROFIT OF ₹552 CRORE PROFIT IN FY 2026

 CANCELLATION OF THE BANKING LICENCE OF PAYTM PAYMENTS BANK BY RBI AND WINDING UP ORDER BY HIGH COURT IS JUSTIABLE WHEN THE COMPANY RECOVERS FROM LOSSES AND POSTED PROFIT OF ₹552 CRORE PROFIT IN FY 2026

PAYTM’S SWING FROM A ₹1,776.5 CRORE LOSS IN FY23 TO A ₹552 CRORE PROFIT IN FY26 IS A TEXTBOOK EXAMPLE OF HOW SUSTAINED RESTRUCTURING, COST DISCIPLINE, AND BUSINESS MODEL RECALIBRATION CAN RESHAPE A COMPANY’S TRAJECTORY.

TIMELINE OF STRATEGIC MOVES (FY23–FY26)

FY23 (LOSS YEAR: ₹1,776.5 CRORE)

·       Heavy losses due to high customer acquisition costs, weak lending portfolio, and regulatory scrutiny on Paytm Payments Bank.

·       Over-diversification into multiple verticals diluted focus and profitability.

·       Investor pressure mounted to streamline operations and prove a path to profitability.

FY24–FY25 (STABILIZATION PHASE)

COST DISCIPLINE:

Rationalized marketing spend, cut down on cashbacks, and improved unit economics.

FOCUS ON PAYMENTS:

 Strengthened merchant base, especially offline merchants, with Soundbox devices becoming a key differentiator.

FINANCIAL SERVICES RECOVERY:

Personal loans and wealth products began contributing positively.

REVENUE GROWTH:

 FY25 operating revenue rose to ₹6,900 crore, narrowing losses to ₹663 crore.

FY26 (PROFITABILITY ACHIEVED: ₹552 CRORE PAT, ₹8,437 CRORE REVENUE)

PAYMENTS DOMINANCE:

Merchant GMV grew 27% YoY to ₹6.5 lakh crore; UPI GTV grew 46% YoY, outpacing industry growth.

AI INTEGRATION:

·       Fraud detection and collections engines directly boosted profitability.

·       AI-powered Soundbox evolved into a “small business operating system,” offering insights and customer notifications.

·       AI agents embedded in engineering reduced costs and sped up deployment.

REVENUE MIX:

·       ~55% from payments, ~30% from financial services.

·       Cash reserves: ₹13,315 crores by March 2026, providing confidence for future investments.

KEY TAKEAWAYS FROM THIS TURNAROUND:

REVENUE GROWTH:

Operating revenue at ₹8,437 crore shows that Paytm didn’t just cut losses — it expanded its top line significantly.

OPERATIONAL EFFICIENCY:

Moving from deep losses to profitability usually reflects tighter expense control, better unit economics, and pruning of non-core ventures.

REGULATORY ALIGNMENT:

In fintech, compliance with RBI and SEBI norms is critical. Paytm’s ability to stabilize after regulatory scrutiny likely played a role.

MARKET POSITIONING:

Focusing on payments, lending, and financial services rather than chasing every adjacent opportunity helped sharpen its strategy.

APPLE & TESLA RECOVERY

Turnarounds like this remind us of other corporate stories — Apple in the late 1990s, or Tesla’s shift from near bankruptcy to sustained profitability. They all share a common thread: patience, strategic clarity, and relentless execution.

CANCELLATION OF THE BANKING LICENCE OF PAYTM PAYMENTS BANK BY RBI

The Reserve Bank of India went beyond mere scrutiny and completely cancelled the banking licence of Paytm Payments Bank on April 24, 2026, with the High Court formally ordering its winding up. This action ended years of compliance warnings, shifting the risk from an ongoing structural worry to the definitive closure of the banking

 

# Your Knowledge partner R V Sekar 79047 19295,

THERE IS NO WRONG FOR A COMPANY TO APPOINT A SINGLE PERSON FOR DUAL ROLE OF CFO CUM WHOLE-TIME DIRECTOR? IS FINDINGS IN ROC GWALIOR VS EVKI ENERGY SERVICES LTD IS JUSTIABLE?

THERE IS NO WRONG FOR A COMPANY TO APPOINT A SINGLE PERSON FOR DUAL ROLE OF CFO CUM WHOLE-TIME DIRECTOR?

IS FINDINGS IN ROC GWALIOR   VS EVKI

 ENERGY SERVICES LTD IS JUSTIABLE?

WHETHER EVKI ENERGY SERVICES LTD

 CAN MAKE AN APPEAL TO REGIONAL

DIRECTOR TO REVERSE THE VERDICT 

OF ROC,GWALIOR?

As regards to my article regarding whether CAN A COMPANY APPOINT A SINGLE PERSON FOR DUAL ROLE OF CFO CUM WHOLE-m DIRECTOR? , I have cited that IN ROC GWALIOR   VS EVKI ENERGY SERVICES LTD IT is an offence as ROC Gwalior fined the company and the director for the lapse.

Many professionals have telephoned me and sent mails that there is no explicit provision in the Companies Act 2013 to bar the single person for the dual portfolio – CFO Cum Whole-time director.

CHIEF FINANCIAL OFFICER (CFO) AND A WHOLE-TIME DIRECTOR (WTD)

Yes, a company can appoint a single individual as both the Chief Financial Officer (CFO) and a Whole-Time Director (WTD), provided the Companies Act, 2013 and the company's Articles of Association permit it.

LEGAL POSITION UNDER THE COMPANIES ACT, 2013

·       Section 2(51) recognizes the Chief Financial Officer (CFO) as a Key Managerial Personnel (KMP).

·       Section 203 requires certain classes of companies to appoint whole-time KMPs, including a CFO.

·       The Companies Act does not prohibit the same individual from simultaneously holding the office of CFO and Whole-Time Director.

IS THERE ANY RESTRICTION?

The Act specifically prohibits only certain combinations, such as:

A company cannot appoint or employ both a Managing Director (MD) and a Manager simultaneously (except in limited circumstances under the Act).

There is no similar statutory prohibition against appointing one person as:

·       CFO and Whole-Time Director

·       CFO and Executive Director

CONDITIONS TO BE SATISFIED

A dual appointment should satisfy the following:

BOARD APPROVAL

The Board should approve both appointments through appropriate resolutions.

SHAREHOLDERS' APPROVAL

Where required, shareholders should approve the appointment of the Whole-Time Director.

COMPLIANCE WITH SECTION 196

If appointed as a Whole-Time Director, all provisions relating to age, tenure, remuneration, and eligibility must be complied with.

DISCLOSURE REQUIREMENTS

The dual designation should be properly disclosed in statutory filings, annual reports, and corporate records.

OTHER EXAMPLES WHERE FINANCE AND BOARD ROLES ARE COMBINED

Several listed companies have designated executives as:

·       Executive Director (Finance) & CFO

·       Whole-Time Director (Finance) & CFO

·       Director (Finance) & CFO

·       Joint Managing Director & CFO

These combinations have generally been accepted under the Companies Act, 2013, provided the appointments comply with Sections 196 and 203 and receive the necessary board/shareholder approvals.

PRECEDENTS

There are numerous Indian companies where the same individual has been appointed as Whole-Time Director (or Director-Finance) and Chief Financial Officer (CFO).

THESE EXAMPLES ARE PARTICULARLY RELEVANT TO THE EKI ENERGY ISSUE

If you are analysing the ROC Gwalior order in the EKI Energy Services Ltd. case, the above precedents are significant because they demonstrate that several listed and unlisted Indian companies have, in practice, appointed a single individual as:

·       Whole-Time Director & CFO;

·       Director (Finance) & CFO; or

·       Executive Director (Finance) & CFO.

These examples could therefore be examined while evaluating whether the ROC's interpretation is consistent with prevailing corporate practice and the language of Sections 196 and 203 of the Companies Act, 2013.

FINAL THOUGHTS

If EKI Energy Services Ltd is of the opinion that ROC Gwalior finding is inconsistent with the provisions of Companies Act ,2013 , it can appeal to the Regional Director of MCA to reverse the fine levied by ROC Gwalior.

# Your Knowledge partner R V Sekar 79047 19295,

CAN A COMPANY APPOINT A SINGLE PERSON FOR DUAL ROLE OF CFO CUM WHOLE-TIME DIRECTOR? NO SAYS ROC GWALIOR IN EKI ENERGY SERVICES LTD CASE

 CAN A COMPANY APPOINT A SINGLE PERSON FOR DUAL ROLE OF CFO CUM WHOLE-TIME DIRECTOR?

NO SAYS ROC GWALIOR IN EKI ENERGY

 SERVICES LTD CASE

FACTS OF THE CASE

 The RoC, Gwalior has delivered a landmark ruling reinforcing corporate governance principles by penalizing Eki Energy Services Ltd. (Rs. 5 lakh) and its MD (Rs. 50,000) for appointing the same individual simultaneously as Whole-time Director and CFO.

A company cannot appoint the same individual as both CFO and Whole-time Director under Section 203(1) of the Companies Act, 2013. In the EKI Energy Services Ltd case (ROC Gwalior, June 29, 2026), penalties were imposed because the dual appointment violated the statutory requirement for segregation of Key Managerial Personnel (KMP) roles

REJECTING THE COMPANY'S ARGUMENT THAT THE COMPANIES ACT, 2013 CONTAINS NO EXPRESS PROHIBITION AGAINST SUCH DUAL APPOINTMENT

The RoC clarified that Section 203(1) of the Companies Act, 2103  mandates distinct, separate roles for whole-time Key Managerial Personnel. The order emphasizes that legislative intent explicitly requires segregation of key managerial functions and accountability within the corporate governance framework.

KEY LEGAL POSITION

Section 203(1), Companies Act, 2013 mandates appointment of:

·       Managing Director / Whole-time Director / Manager

·       Company Secretary

·       Chief Financial Officer

ROC GWALIOR’S INTERPRETATION:

·       Each role is a distinct “limb” of Section 203(1).

·       Dual hatting (CFO cum WTD) is not permissible unless another person is separately appointed as CFO.

·       Purpose: segregation of functions and accountability in corporate governance

VIOLATION:

Same person appointed as CFO and Whole-time Director.

PENALTY:

·       ₹5,00,000 on the company.

·       ₹50,000 on the Managing Director (officer in default).

REASONING:

·       Combining roles “aggregates” functions instead of segregating them.

·       Defeats legislative intent of Section 203(1).

·       Accountability requires independent oversight of financial functions.

KEY TAKEAWAYS

This decision serves as a strong reminder that every company must independently ensure compliance with statutory KMP appointment requirements—no shortcuts, no exceptions.

# Your Knowledge partner R V Sekar 79047 19295,

CAN A BANK FREEZE AN ACCOUNT "MERELY ON THE BASIS OF A COMMUNICATION FROM ANOTHER BANK? NO SAYS UTTARAKHAND HIGH COURT IN MUNNAVAR V. STATE OF UTTARAKHAND

 CAN A BANK FREEZE AN ACCOUNT "MERELY ON THE BASIS OF A COMMUNICATION FROM ANOTHER BANK?

NO SAYS UTTARAKHAND HIGH COURT IN

 MUNNAVAR V. STATE OF UTTARAKHAND

FACTS OF THE CASE

The Uttarakhand High Court in Munnavar v. State of Uttarakhand (2026) held that a bank cannot freeze a customer’s account merely on the basis of a communication from another bank. Such action requires an order from a competent Magistrate or investigating authority, and in the absence of such, the freeze is illegal.

CASE BACKGROUND

PETITIONER:

Munnavar, account holder at Kotak Mahindra Bank, Shivalik Nagar Branch, Haridwar.

INCIDENT:

 On 10 October 2025, Kotak Mahindra Bank froze his account after receiving a communication from Yes Bank claiming that ₹44,00,000 had been erroneously transferred.

NO FIR/CASE:

No criminal case was registered against Munnavar, nor was any Magistrate’s order obtained.

COURT’S FINDINGS

AUTHORITY TO FREEZE:

Only a competent Magistrate or investigating authority can order the freezing of a bank account.

BANK’S LIMITATION:

A private bank cannot act unilaterally on another bank’s request.

LEGAL BASIS:

The Court referred to Sections 106 and 107 of the Bharatiya Nagarik Suraksha Sanhita, 2023 (BNSS), which govern attachment and seizure of property in criminal proceedings.

SUPPORTING PRECEDENT: DELHI HIGH COURT’S RULING IN MALABAR GOLD AND DIAMONDS LTD. V. UNION OF INDIA

Reliance was placed on the Delhi High Court’s ruling in Malabar Gold and Diamonds Ltd. v. Union of India (2026 SCC OnLine Del 297), which similarly restricted banks from freezing accounts without lawful authority.

KEY TAKEAWAYS

FOR BANKS:

They must seek proper legal authority before restricting customer accounts.

FOR CUSTOMERS:

If your account is frozen without a Magistrate’s order or investigation, you can challenge it in court.

FOR COMPLIANCE PROFESSIONALS:

This ruling reinforces that inter-bank communications alone do not confer legal authority to freeze accounts.

he Uttarakhand High Court has made it clear—banks cannot bypass due process. Freezing a customer’s account requires judicial or investigative sanction, not just another bank’s request.

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THE NCLAT MUMBAI HELD THAT ALLEGED TRANSFER OF 100% SHAREHOLDING AND IMMOVABLE PROPERTY OF VIVID SOLUTIONS PVT LTD WAS NOT ONLY INVALID BUT ALSO AMOUNTED TO OPPRESSION AND MISMANAGEMENT NCLAT MUMBAI VS VIVID SOLUTIONS PVT LTD

 THE NCLAT MUMBAI HELD THAT ALLEGED TRANSFER OF 100% SHAREHOLDING AND IMMOVABLE PROPERTY OF VIVID SOLUTIONS PVT LTD WAS NOT ONLY INVALID BUT ALSO AMOUNTED TO OPPRESSION AND MISMANAGEMENT

NCLAT MUMBAI VS VIVID SOLUTIONS

 PVT  LTD

FACTS OF THE CASE

·       MoU of 2012 contemplated transfer of shares/property, but consideration was never finalized.

·       Appellants claimed they paid ₹3 crores and acquired 100% shares + property.

·       ROC records consistently reflected Respondents (Mukesh, Sushil, Sonu Jain) as 100% shareholders till 2019.

·       Appellants unilaterally filed revised returns in 2019, retrospectively altering shareholding pattern.

·       Property shown as “transferred” in balance sheet entries without registered conveyance deed.

WHY THIS MATTERS:

OPPRESSION & MISMANAGEMENT:

Such findings usually arise when majority shareholders or directors act in a way that prejudices minority shareholders or the company’s interests. Declaring the transfers illegal, null and void reinforces that corporate actions must comply with statutory requirements and fiduciary duties.

CORPORATE GOVERNANCE:

The ruling highlights that attempts to strip a company of its assets or control through questionable transfers will not stand judicial scrutiny.

APPELATE TRIBUNAL’S FINDINGS

·       No valid share transfer: No SH‑4 transfer deed, no endorsement on share certificates, no compliance with Section 56 of Companies Act.

·       No valid property transfer: Mere book entries cannot substitute registered conveyance under Transfer of Property Act & Registration Act.

·       Fabricated records: Revised filings in 2019 were afterthoughts, inconsistent with contemporaneous statutory filings.

·       Continuing oppression: Manipulation of statutory records and stripping of company’s sole asset prejudiced minority shareholders.

LEGAL PRECEDENT:

This strengthens the jurisprudence around Sections 241–242 of the Companies Act, 2013, which empower tribunals to intervene when company affairs are conducted in a manner oppressive to members or prejudicial to public interest.

CONCLUSION

·       Appeal dismissed; NCLT’s order upheld.

·       Respondents remain 100% shareholders of Vivid Solutions Pvt Ltd.

·       Transfer of immovable property to Ukay Metal declared illegal and void.

·       Acts of appellants held to be oppression and mismanagement of the gravest kind.

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ROC GUJARAT IMPOSED A PENALTY OF ₹11.40 LAKHS ON ESSAR SHIPPING LIMITED AND ITS DIRECTORS FOR IMPROPER MAINTENANCE OF AUDIT COMMITTEE MINUTES VIOLATING SECTION 118(10) OF THE COMPANIES ACT, 2013.

 ROC GUJARAT IMPOSED A PENALTY OF ₹11.40 LAKHS ON ESSAR SHIPPING LIMITED AND ITS DIRECTORS FOR IMPROPER MAINTENANCE OF AUDIT COMMITTEE MINUTES VIOLATING SECTION 118(10) OF THE COMPANIES ACT, 2013.

ROC, GUJARAT VS ESSAR SHIPPING LIMITED

FACTS OF THE CASE

ROC GUJARAT IMPOSED A PENALTY OF ₹11.40 LAKHS ON ESSAR SHIPPING LIMITED AND ITS DIRECTORS FOR IMPROPER MAINTENANCE OF AUDIT COMMITTEE MINUTES, INCLUDING NUMBERING WITH PENCIL, LEAVING BLANK PAGES, AND FAILURE OF THE CHAIRMAN TO SIGN THE MINUTES—VIOLATING SECTION 118(10) OF THE COMPANIES ACT, 2013.

VIOLATION:

·       Improper maintenance of Audit Committee Minutes Book

·       Page numbering done with pencil

·       Blank pages left in the register

·       Serial numbers not properly maintained

·       Minutes not signed by the Chairman

LEGAL PROVISION BREACHED:

·       Section 118(10), Companies Act, 2013 → mandates compliance with Secretarial Standards (SS-1 & SS-2) issued by ICSI.

These standards require proper numbering, authentication, and signing of minutes by the Chairman.

PENALTY IMPOSED:

·       ₹10.50 lakh on the Company

·       ₹45,000 on the Chairman of the Audit Committee

·       ₹45,000 on Directors

·       Total: ₹11.40 lakh

KEY COMPLIANCE LESSONS

·       Minutes must be numbered in ink (not pencil) to prevent tampering.

·       No blank pages should be left in statutory registers.

·       Chairman’s signature is mandatory for authentication.

·       Audit Committee records are subject to strict scrutiny by ROC/MCA.

# Your Knowledge partner R V Sekar 79047 19295,

CAN THE STAMP DUTY FOR MERGERS & DEMERGERS BE RETROSPECTIVE? KERALA HIGHCOURT SAYS NO IN KUMARAKOM RESORTS PVT. LTD CASE

CAN THE STAMP DUTY FOR MERGERS & DEMERGERS BE RETROSPECTIVE?

KERALA HIGHCOURT SAYS NO IN KUMARAKOM RESORTS PVT. LTD CASE

SHORT SUMMARY

No, stamp duty on mergers and demergers in Kerala cannot be applied retrospectively. The Kerala High Court in Zuri Hotels and Resorts Pvt. Ltd. (Kumarakom Resorts case) held that amendments to the Kerala Stamp Act introducing stamp duty on amalgamations and reconstructions are prospective only, and demands for past transactions are invalid.

FACTS OF THE CASE

·       Laguna Kumarakom Resorts Pvt. Ltd. was amalgamated with Zuri Hospitality Pvt. Ltd. in 2010 (Bombay High Court order).

·       A demerger of Kerala operations was approved in 2012.

·       Kerala authorities later demanded ₹2.01 crore stamp duty under the Kerala Stamp Act.

ISSUE:

Whether stamp duty amendments (2016 & 2020) could be applied retrospectively to mergers/demergers completed earlier.

KERALA HIGH COURT’S HOLDING:

Amendments to Section 2(d) of the Kerala Stamp Act (2016 & 2020) are prospective only.

Transactions completed in 2010 and 2012 cannot be subjected to stamp duty introduced later.

Revenue recovery proceedings were quashed.

LEGAL PRINCIPLES ESTABLISHED

Prospective Operation of Tax Laws: Unless explicitly stated, fiscal statutes (like stamp duty amendments) cannot be applied retrospectively.

DEFINITION OF “CONVEYANCE”:

 Expanded in 2016 and 2020 to include amalgamations /reconstructions, but only effective from those dates.

REGISTRATION REQUIREMENT:

Earlier Kerala HC rulings clarified that High Court merger/demerger orders need not be registered, except compliance with Section 89(5) of the Registration Act, 1908.

the Kerala High Court in the Kumarakom Resorts/Zuri Hotels case leaned on the Supreme Court’s precedent in Vijay v. Union of India (2023), which clarified that the execution date of an instrument governs stamp duty liability, not the date of subsequent amendments.

SUPREME COURT PRINCIPLE (VIJAY V. UNION OF INDIA, 2023)

·       Core Holding: Stamp duty attaches on the date of execution of the instrument.

·       Implication: Later legislative changes cannot retroactively impose duty on instruments already executed.

·       Reasoning: Fiscal statutes must be interpreted strictly; retrospective levy requires express legislative intent.

TAKEAWAY

Coercive recovery proceedings under Kerala Revenue Recovery Act also quashed.

REINFORCES PRINCIPLE: Stamp duty on mergers/demergers applies only prospectively; past court‑approved schemes cannot be taxed retrospectively.

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