WHO IS SANJEEV BIKHCHANDANI? WHAT IS HIS ACHIEVEMENTS ? HOW SANJEEV BIKHCHANDANI INVESTEMENT ₹86 CRORES IN ZOMATO BETWEEN 2010-2013 SURGED TO ₹3800 CRORES TODAY ?

 WHO IS SANJEEV BIKHCHANDANI? WHAT IS HIS ACHIEVEMENTS ?

HOW SANJEEV BIKHCHANDANI INVESTEMENT  ₹86 CRORES IN ZOMATO BETWEEN 2010-2013 SURGED TO  ₹3800 CRORES TODAY ?

WHO IS SANJEEV BIKHCHANDANI?

·    Sanjeev Bikhchandani is a prominent Indian entrepreneur and business leader best known as the founder and executive vice-chairman of Info Edge India Ltd., the company behind several major online platforms in India.

·    He earned a Bachelor of Arts in Economics from St. Stephen’s College, Delhi University, and later completed an MBA from the Indian Institute of Management Ahmedabad (IIM-A)

FOUNDER OF INFO EDGE AND NAUKRI.COM

·    In 1995, he founded Info Edge India Ltd., which entered the online space with the launch of Naukri.com in 1997.

·    Naukri.com became India’s largest online job portal, transforming how job search and recruitment operate in the country. It has become one of the most visited employment sites in India.

99ACRES.COM (REAL ESTATE), JEEVANSATHI.COM (MATRIMONY), AND SHIKSHA.COM (EDUCATION).

·    Info Edge has since expanded into other classified and online services, including 99acres.com (real estate), Jeevansathi.com (matrimony), and Shiksha.com (education).

ZOMATO AND POLICYBAZAAR

·    Under Bikhchandani’s leadership, Info Edge has invested in numerous successful Indian startups, such as Zomato and Policy Bazaar, contributing to the growth of India’s tech ecosystem.

AWARDS AND HONORS

PADMA SHRI (2020):

·    One of India’s highest civilian honors, awarded by the Government of India for his contributions to trade and industry

·    Recognized among India’s 50 Greatest CEOs Ever by Outlook Magazine (2017).

·    Multiple distinguished alumnus awards from IIM Ahmedabad and St. Stephen’s College.

THE "CUSTOMER MONEY VS. INVESTOR MONEY" PHILOSOPHY

Bikhchandani is a vocal advocate for building businesses on "customer money" rather than relying solely on "investor money." He believes that true product-market fit is achieved when a customer is willing to pay for a service.

ZERO LAYOFFS:

During major crises, including the 2000 dot-com crash and the COVID-19 pandemic, he maintained a policy of no layoffs, prioritizing employee security over short-term financial metrics.

BIKHCHANDANI’S INVESTMENT PATTERN SHOWS SOMETHING DIFFERENT.

2010-2013:

·    Zomato’s model wasn’t clear. Food delivery was not proved yet in India.

·    Most investors walked away.

·    Bikhchandani invested ₹86 crores when others hesitated.

·    He did not quickly exit when valuations wobbled or panicked and sold.

·    Just conviction + patience.

·    Result: ₹86 crores → ₹38,000 crores (12.38% ownership)

PATIENCE IS STRATEGY FOR LONG RUN SUCCESS

·    Staying in calm for 12+ years turned ₹86 crores into ₹38,000 crores.

YOUR MOVE AND REACTION:

Don’t panic and stop your investments. Equity takes 7-10+ years to compound. Real wealth is built by staying through crashes.

BIG OUTCOMES COME FROM STAYING INVESTED

·    If he sold stocks in 2015? 2-3X return. Good, not life-changing.

·    Right now, 441X, because he stayed through hard years.

·    Bikhchandani’s work with Info Edge and Naukri.com helped catalyze India’s transition to online recruitment, making job matching easier for millions of users and shaping the online classified business model in the country.

·    His role as an investor and mentor has further influenced the broader Indian startup ecosystem.

R V SECKAR , FCS, LLB 79047 19295

ROC AHMEDABAD IMPOSED RS. 3.5 LAKH PENALTY ON TOPSUN ENERGY AND ITS DIRECTOR FOR NON-MAINTENANCE OF AUDIT TRAIL ROC AHMEDABAD VS TOPSUN ENERGY LIMITED

 ROC AHMEDABAD IMPOSED RS. 3.5 LAKH PENALTY ON TOPSUN ENERGY AND ITS DIRECTOR FOR NON-MAINTENANCE OF AUDIT TRAIL

ROC AHMEDABAD VS  TOPSUN ENERGY LIMITED

WHAT IS AUDIT TRAIL ?

An audit trail (or audit log) is a chronological, sequential record of activities and changes within a system, tracking who did what, when, and to which data, serving as a digital paper trail for transparency, security, and compliance, especially in finance, IT, and healthcare.

AUDIT TRIAL APPLICAPILITY

Ministry of Corporate Affairs (MCA) mandate, effective April 1, 2023, requiring all companies using accounting software (public, private, OPCs, government, non-profits) to use software with a non-disableable audit trail feature that logs every transaction's creation, alteration, and deletion (who, what, when). It ensures transparency, prevents fraud, and applies broadly, not based on turnover, for records kept for at least eight years.

SECTION 134(3)(F) READ WITH RULE 11(G) OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014

The company voluntarily filed an application (GNL-1) dated July 30, 2025, for adjudication under Section 134(3)(f) of the Companies Act, 2013. 

During an internal due diligence, the company found that it had violated Section 134(3)(f) read with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

AUDITOR’S REPORT FINDINGS

In the Auditor’s Report for Financial Year 2023-24, the auditors observed that the accounting software used by the company did not have an audit trail (edit log) feature, which is mandatory under the amended rules.

LEGAL FRAMEWORK

·    Section 134(3)(f), Companies Act, 2013: Requires disclosure in the Board’s Report of material changes and compliance with accounting standards, including audit trail facilities.

·    Rule 11(g), Companies (Audit and Auditors) Rules, 2014 (amended 2022): Mandates accounting software to maintain an audit trail (edit log) feature.

·    Section 134(8), Companies Act, 2013: Provides for penalties where a company is in default under Section 134.

·    Section 454, Companies Act, 2013: ROC’s adjudication authority to impose penalties.

PENALTY UNDER SECTION 134(8)

In conclusion to this, auditors could not confirm whether audit trails were properly maintained. Therefore, the default took place in the time period between April 01, 2023, and March 31, 2024, attracting a penalty under Section 134(8), but the non-compliance has now been corrected.

ROC ORDER

the ROC Ahmedabad imposed a penalty of Rs. 3 lakh on the company and Rs. 50,000 on its director, Chintan Gandabhai Patel.

LESSONS LEARNED

·    No Excuses: Small or large, the rule applies to every company.

·    Personal Stakes: Penalties target both the company AND the directors.

·    Time-Stamping: Records must capture user-wise changes with precise dates and times.

·    No Retroactive Fixes: Complying late won't save you from penalties for past non-compliance.

·    Non-disclosure of such compliance gaps in the Board’s Report under Section 134(3)(f) can itself trigger penalties.

·    Directors and officers in default remain personally liable for defects in compliance, even if corrective actions are taken later.

CONCLUSION

The ROC Ahmedabad adjudication against Topsun Energy Ltd and its Managing Director represents one of the more prominent enforcement actions relating to digital compliance with accounting software audit trail requirements under the Companies Act.

R V SECKAR , FCS, LLB 79047 19295

HOW TO COMPARE COMPANIES BY USING EBITDA METRIC? CIPLA’S CONSISTENT REPORTING OF EBITDA AND MARGINS DEMONSTRATES ITS FINANCIAL STABILITY

 HOW TO COMPARE COMPANIES BY USING EBITDA METRIC?

CIPLA’S CONSISTENT REPORTING OF EBITDA AND MARGINS DEMONSTRATES ITS FINANCIAL STABILITY

WHAT IS EBITDA AND WHY IT’S POPULAR?

EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization — designed to strip out non-operating costs to highlight core profitability.

WHY RESEARCHERS USE EBITDA?

·    Simplified view of operational performance

·    USEFUL for certain valuation multiples (e.g., EV/EBITDA)-- The EV/EBITDA ratio (EV-Enterprise Value) is a financial valuation metric used to compare a company's total value with its operating earnings.

·    Removes some accounting variability (depreciation methods)

COMPANIES WITH IDENTICLE EBITDA

Most investors treat EBITDA as a clean way to compare businesses. If two companies report similar EBITDA, we instinctively assume they have similar profit making power. That assumption is often wrong.

MAINTAINING POSITIVE EBITDA

When we look only at the EBITDA, how much must a company reinvest just to keep its EBITDA from falling?

Some businesses can sustain most of their earnings with limited reinvestment. Others must pour money back into plants, machinery, and assets every year just to stay in the same place.

WORD OF CAUTION

·    EBITDA is not a GAAP/IFRS defined metric, allowing companies discretion in what they include or exclude.

·    Calculations can vary widely across companies even in the same industry.

• Higher EBITDA margin usually suggests stronger operational efficiency.

• A lower EV/EBITDA ratio can indicate a potentially undervalued company versus peers.

• Always complement EBITDA with other metrics (e.g., net income, cash flow) because EBITDA excludes real costs like taxes and capital expenditures.

REAL CASE STUDIES

BHARTI INFRATEL — INCONSISTENT REPORTING

·    In academic research, EBITDA figures reported in annual reports did not match EBITDA recalculated from financial statements, and there was no clarity on adjustments.

·    Stakeholders cannot compare EBITDA across years or with peers when the base definition shifts.

·    Transparency in EBITDA adjustments is essential — without it, comparability is fundamentally compromised.

CIPLA LTD — DISCLOSURE MANAGEMENT

CIPLA’S REPORTED EBITDA TRENDS

 

·    CIPLA’s quarterly results over recent periods show consistent reporting of EBITDA and margins:

 

·    Q3 FY25: EBITDA of ₹1,989 crore with a margin of 28.1%.

 

·    Q2 FY26: EBITDA of ₹1,895 crore with a 25% margin.

 

·    Q1 FY26 guidance showed margins of 23.5–24.5%.

 

·    Q4 FY25: EBITDA margin expanded to 22.8%.

 

These figures demonstrate reporting that is directionally consistent with revenue and profitability trends across business segments.

MAHINDRA LOGISTICS — MARGIN DECLINE HIDDEN

·    In company news feeds, Mahindra Logistics reported a 17% decline in EBITDA and shrinking margins even while revenue increased — underscoring that EBITDA movements don’t always track underlying business risks.

·    A rising or flat EBITDA alone can still accompany weakening performance if costs, leverage, or working capital trends deteriorate.

EBITDA RESULTS IN STRUCTURAL COMPARABILITY

·    Capital-heavy industries (e.g., manufacturing, utilities) have large depreciation expenses, which EBITDA removes, artificially inflating profitability relative to asset-light sectors.

·    Cross-sector comparisons using EBITDA can therefore be fundamentally misleading.

Non-Recurring and Aggressive Adjustments

·    Regular “one-off” expenses that are excluded from EBITDA may actually be recurring costs, such as restructuring or legal costs.

·    Indian companies sometimes report adjusted EBITDA with ambiguous adjustments, making historical comparison problematic.

EXCLUSION OF INTEREST COSTS IN EBITDA

EBITDA’s exclusion of interest costs can make:

·    Highly leveraged companies appear healthier

·    Investors understate risk in capital structure

·    Example: Two telecom firms with similar EBITDA may have vastly different debt profiles — but EBITDA doesn’t reflect that nuance.

SECTOR VARIABILITY IN EBITDA MARGINS

·    Research shows wide dispersion in EBITDA-to-revenue ratios across sectors — telecom, utilities, software, and pharma — indicating intrinsic differences in operating models.

·    EBITDA margin benchmarks are not universally applicable across sectors.

PRACTICES TO IMPROVE EBITDA COMPARABILITY

·    Standardize definitions: Agree on clear items that are genuinely “operational” vs. non-recurring.

·    Disclose adjustments transparently: Provide reconciliations and rationales for exclusions.

·    Use supplemental metrics: NET CASH FLOW, PAT, Debt servicing ratios, or EV/EBITDA with adjusted normalized EBITDA.

·    Industry segmentation: Compare only within peer groups with similar capital intensity and business models.

CONCLUSION

Comparing companies using EBITDA is best done with structured metrics like EBITDA margin and EV/EBITDA, and in conjunction with other financial measures.

R V  SECKAR , FCS, LLB 79047 19295

CAN FOREIGN ARBITRAL AWARDS ARE ENFORCEABLE IN INDIA AND CAN BE TREATED AS DECREES OF THE INDIAN COURTS UNDER SECTIONS 47–49 OF THE ARBITRATION AND CONCILIATION ACT, 1996(2015)?

 CAN FOREIGN ARBITRAL AWARDS ARE ENFORCEABLE IN INDIA AND CAN BE TREATED AS DECREES OF THE INDIAN COURTS UNDER SECTIONS 47–49 OF THE ARBITRATION AND CONCILIATION ACT, 1996(2015)?

IMAX CORPORATION VS SUBHASH CHANDRA’S E-CITY ENTERTAINMENT

FACTS OF THE CASE

On 30 December 2025, a Division Bench of the Bombay High Court upheld IMAX Corporation’s appeal and allowed enforcement of foreign arbitral awards against E-City Entertainment (I) Pvt. Ltd., owned by Subhash Chandra.

This set aside an earlier single-judge refusal from 24 October 2024 that had declined enforcement.

 Mumbai HC held that these ICC London awards are  enforceable and to be treated as decrees of the Court under Sections 47–49 of the Arbitration and Conciliation Act, 1996.

                     NATURE OF DISPUTE

The dispute dates back to September 28, 2000, when IMAX entered into a master agreement with E-City Entertainment for the lease of six IMAX systems for 20 years, extendable by 10 years more. Disputes arose during 2003-2004, following which IMAX initiated arbitration before the ICC in London, claiming $18.3 million plus interest.

ICC AWARD

The ICC tribunal ruled in favour of IMAX and directed E-City Entertainment to $11.3 million along with interest of $2,512.60 per se from October 1, 2007. As of March 31, 2018, the total amount payable had risen to $20.86 million.

FIRM ALIGNMENT WITH THE NEW YORK CONVENTION AND PRO-ENFORCEMENT JURISPRUDENCE:

·    The bench reinforced that Indian law should interpret “public policy of India” narrowly under Section 48, consistent with international arbitration norms.

·    Objections like alleged violations of FEMA were rejected as not constituting public policy grounds to refuse enforcement.

FINALITY AND RES JUDICATA:

The court applied res judicata to preclude re-agitation of objections (such as limitation), once finally decided at an earlier stage of the same enforcement petition. This protects the finality of interlocutory determinations and discourages procedural tactics

CORPORATE STRUCTURING SCRUTINY

By addressing asset diversion and permitting execution against assets held by related companies, the Court underscores that corporate form cannot be misused to evade arbitral obligations.

RESTRICTION ON E-CITY ENTERTAINMENT

E-City Entertainment has been restrained from dealing with its properties and assets, including bank accounts. Similar restrictions apply to the assets transferred to the second and third respondents which are subsidiaries of E-CITY Entertainment.

OBSERVATION BY MUMBAI HIGH COURT

The court noted that E-City Entertainment delayed enforcement of the awards for  nearly two decades and for diverting assets worth ₹210 crore during the pendency of arbitration proceedings.

VIJAY KARIA CASE

Quoting the Supreme Court’s observations in the Vijay Karia case, the bench said the company was indulging in speculative litigation to frustrate enforcement.

LESSONS LEARNED

The Bombay High Court’s Division bench decision in IMAX Corporation vs. E-City  Entertainment marks a notable pro-enforcement ruling in Indian arbitration law.

It reinforces international arbitration principles, narrows judicial review under public policy, and clarifies procedural doctrines like res judicata in enforcement contexts.

OPTIONS AVAILABLE TO E–CITY

The bench declined to stay the operation of its order, noting that the respondent s have sufficient time to challenge the judgment.

Hence, E-CITY ENTERTAINMENT may apply to Supreme Court of India to redressal of their grievances.

R V SECKAR , FCS, LLB 79047 19295

 

CAN A BUYER REJECT THE GOODS AFTER USING THE SAME AND NOT RAISING ANY COMPLAINT AGAINST ITS QUALITY WITHIN A REASONABLE TIME ?

 CAN A BUYER REJECT THE GOODS AFTER USING THE SAME AND NOT RAISING ANY COMPLAINT AGAINST ITS QUALITY WITHIN A REASONABLE TIME ?

GODREJ & BOYCE (BUYER) VS REMI SALES & ENGG. LTD--- DECIDED 24-12-2025 BY MUMBAI HIGH COURT

FACTS OF THE CASE

Godrej & Boyce (buyer) stainless purchased steel seamless tubes from Remi Sales & Engg. Ltd. (seller) in 2016 for heat exchangers. In early 2017, tubes were supplied and Godrej inserted the same into exchangers, then claimed defective due to pitting and rusting.

Godrej rejected all tubes and withheld payment, prompting arbitration where seller claimed over ₹4.47 crore and buyer counter-claimed ₹3.10 crore.

MUMBAI HIGH COURT DECISION

The Bombay High Court upheld a ₹4.25 crore arbitral award against Godrej & Boyce, ruling that a buyer cannot reject goods after using them if they conform to specifications.

Arbitral Award was upheld by Mumbai Court: Remi Sales & Engg. Ltd (Seller) gets ₹4.25 crore plus 10% interest; Godrej deposited ₹7.53 crore, released against bank guarantee.

DID GODREJ IMMEDIATELY REJECT THE GOODS ON DELIVERY?

No. Godrej installed, commissioned, and used the machinery in its factory.

Godrej conduct is important in sale of goods law as use of goods is a classic indicator of acceptance under commercial law.

Godrej retained the goods without rejecting them within a reasonable time and this is under Sale of Goods principles, Godrej deemed to have accepted goods.

A buyer who uses the goods cannot later pretend that the contract never existed.

KEY ARBITRAL TRIBUNAL FINDINGS

Tribunal relied on quality certificates, mill test reports, IGC tests, and third-party inspections confirming tubes met specifications.

Burden shifted to buyer to prove defects, which they failed to do adequately. Usage in heat exchangers constituted acceptance under Section 42 of SOGA, barring rejection.

GODREJ’S ARGUMENT

“A buyer is entitled to reject the goods even after using them, if it is later discovered that the goods do not conform to contractual specifications, quality standards, or performance requirements.”

HIGH COURT’S DECISION

High Court held Clause 6(b) preserved payment withholding for non-conformity but not rejection after use or title passage. Buyer's cleaning acceptance and re-insertion barred inconsistent defect claims, per Bhagwat Sharan v. Purushottam (2020).

No perversity or patent illegality found, dismissing challenge under Section 34 of Arbitration Act.

LESSONS LEARNED

The decision emphasizes the shift in burden of proof once quality evidence is established and limits rejection rights post-acceptance under the Sale of Goods Act, 1930.

FURTHER COURSE OF ACTION AVAILABLE TO GODREJ & BOYCE

Godrej suffered a heavy loss as it has to pay 10% interest along with original cost which amounts to Rs 3.28 crore which is about 80% of the original cost of pipes purchased.

Godrej can appeal to Supreme Court against the decision of Arbitral Award and High Court as both have not taken into account the following:

GODREJ CAN CITE THE PROVISION IN SOGA TO PROTECT THE BUYER AGAINST DEFECTIVE GOODS .

Section 42 & 43 of the Sale of Goods Act, 1930 – acceptance requires goods to conform to contract.

LATENT DEFECT DOCTRINE – defects not discoverable on reasonable inspection allow later rejection.

FUNDAMENTAL BREACH PRINCIPLE – use does not waive rights where the breach goes to the root of the contract.

R V SECKAR , FCS, LLB 79047 19295

IMPORTANT UPDATES FOR LISTED COMPANIES SINGLE FILING SYSTEM THROUGH API-BASED INTEGRATION

IMPORTANT UPDATES FOR LISTED COMPANIES 

SINGLE FILING SYSTEM THROUGH API-BASED INTEGRATION

A single filing system using API-based integration between stock exchanges would let companies submit disclosures once, with the data automatically shared in real time across all exchanges 

BSE has announced an extension of the single filing system through API-based integration between Stock Exchanges, further simplifying compliance for listed entities.

WHY SINGLE FILING SYSTEM IS INTRODUCED?

ü Why must a listed company disclose the same information separately to multiple stock exchanges? 

ü If exchanges are ultimately consuming the same disclosure, why not integrate them through APIs? 

ü And if compliance can be simplified without weakening oversight, should complexity be preserved at all?

ADVANTAGES

A single filing system using API-based integration between stock exchanges would let companies submit disclosures once, with the data automatically shared in real time across all exchanges—eliminating duplicate filings, reducing compliance errors, and improving speed, consistency, and regulatory oversight.

OPERATIONAL FROM 3^RD JANUARY 2026

The single filing system is now extended to Integrated Filing (Financials) under Regulation 33 of SEBI (LODR) Regulations, 2015.

DISCLOSURES COVERED UNDER THE SINGLE FILING SYSTEM

v Integrated Filing (Financials) – Reg. 33(3), 23(9), 32(1) & Reg. 30 (effective 3 Jan 2026)

v Secretarial Compliance Report – Reg. 24A(2) (effective 15 Sept 2025)

v Integrated Filing (Governance) – Reg. 13(3), 27(2) & 30 (effective 1 Mar 2025)

v Meetings of shareholders & voting results – Reg. 44(3) (effective 28 Dec 2024)

v Reconciliation of Share Capital Audit Report – Reg. 76 (effective 15 Nov 2024)

v Corporate Governance Report – Merged with Integrated Filing (Governance) as per SEBI circular dated 31 Dec 2024

v Investor Grievance Report – Reg. 13(3) (effective 1 Oct 2024 

APPLICABILITY

Ø Currently applicable to Equity and Equity + Debt listed companies.

Ø Applicability to Exclusively Debt listed entities, REITs, and INVITs will be communicated separately. 

FOR ANY DOUBTS YOU MAY APPROACH

Queries can be raised with the BSE helpdesk or via bse.regulation30@bseindia.com

 

R V SECKAR , FCS, LLB 79047 19295