COMPLIASCE OVERSIGHT TURNS EXPENSIVE FOR IQMETRIX AND IT PAID RS 13 LACS PENALTY OVER NON-COMPLIANCES

 

COMPLIANCES OVERSIGHT TURNS EXPENSIVE FOR IQMETRIX AND IT PAID RS 13 LACS PENALTY OVER NON-COMPLIANCES

TWO FOREIGN DIRECTORS WERE FINED-SIGNIFIES USE OF PROFESSIONAL ADVISES TO OVERCOME NON-COMPLIANCES

ROC Bangalore VS IQMETRIX Software Development India Private Limited

ROC Bangalore, has recently issued multiple adjudication orders under Section 454 of the Companies Act, 2013 against IQMETRIX Software Development India Private Limited for various statutory non-compliances. All matters were initiated through suo-motu applications filed by the company, admitting the lapses.

𝑪𝒐𝒎𝒎𝒐𝒏 𝑫𝒊𝒓𝒆𝒄𝒕𝒐𝒓𝒔 𝑷𝒆𝒏𝒂𝒍𝒊𝒔𝒆𝒅 𝑨𝒄𝒓𝒐𝒔𝒔 𝑶𝒓𝒅𝒆𝒓𝒔:

Christopher David Krywulak, Kelly Dean Kazakoff and Shailesh Srivastava

𝑪𝒐𝒎𝒑𝒍𝒊𝒂𝒏𝒄𝒆 𝑰𝒏𝒔𝒊𝒈𝒉𝒕𝒔:

✔ Timely filing of MBP-1 is essential to disclose directors’ interests.

✔ Mandatory Board Meetings must be convened within prescribed frequency.

✔ Financial statements must be approved by the Board before signing.

✔ Share certificates must be issued within 60 days to avoid penalties.

✔ Suo-motu action is viewed positively but does not eliminate penalty exposure.

💡 𝑻𝒂𝒌𝒆𝒂𝒘𝒂𝒚 𝒇𝒐𝒓 𝑪𝒐𝒓𝒑𝒐𝒓𝒂𝒕𝒆𝒔 & 𝑷𝒓𝒐𝒇𝒆𝒔𝒔𝒊𝒐𝒏𝒂𝒍𝒔

- Even unintentional delays or procedural lapses can lead to significant financial penalties.

- Strong governance, regular compliance reviews, and board oversight mechanism

Courtesy :

SUDHA VASUDEVAN

 

R V SECKAR,FCS,LLB ,79047 19295,

SEBI (LODR) (Fifth Amendment) Regulations, 2025--MAJOR CHANGES AND IMPACT FOR LISTED ENTITIES

 SEBI (LODR) (Fifth Amendment) Regulations, 2025--MAJOR CHANGES AND IMPACT FOR LISTED ENTITIES

CLICK THE FOLLOWING LINK TO SEE THE LINKEDIN POSTING

https://www.linkedin.com/posts/activity-7400505019353030656-z4KU?utm_source=share&utm_medium=member_desktop&rcm=ACoAAAE_E5oBjgpaFS276L2s04BDTAB37RGoZu8

DIRECTORS SIGNED FINANCIALS WITHOUT BOARD’S APPROVAL- ROC BENGALURU IMPOSED A FINE ON THE COMPANY AND DIRECTORS RS 4,50,000

 DIRECTORS SIGNED FINANCIALS WITHOUT BOARD’S APPROVAL- ROC BENGALURU  IMPOSED A FINE ON THE COMPANY AND DIRECTORS RS 4,50,000

ROC,BENGALURU VS IQMETRIX SOFTWARE DEVELOPMENT INDIA PVT LTD

FACTS OF THE CASE

ROC observed that the financial statements had been signed by directors without the financials being first approved by the Board of Directors, as required under the Companies Act, 2013.

 

SECTION 134(1) & 134(2) – COMPANIES ACT, 2013

Financial statements must be approved by the Board before they are signed.

 

Signing of financial statements must be done after such approval, by:

·      Chairperson (if authorized), or

 

·      Two directors (one must be MD, if any), or

·      CEO/CS (where appointed).

SECTION 134(8)

Non-compliance with Section 134 attracts penalties on the company and every officer in default.

KEY TAKEAWAYS

·      Board approval of financial statements is non-negotiable.

·      Even if financials are correct, procedural non-compliance attracts penalties.

COMPANIES MUST:

·      Hold a valid Board meeting,

·      Record approval in minutes,

·      Then sign and file the financials.

NON COMPLIANCE

·      It was an inadvertent mistake or procedural lapse.

·      No intention to evade or suppress information.

·      Financials were accurate; only the approval process was missed.

Despite of the above facts, it is an offence to sign the financials by the directors without Board’s approval.

This case is highlighting that it is important for the companies to engage a company secretary to give them correct advice to avoid penalties.

R V SECKAR, FCS, LLB, 79047 19295

 

SIMPLIFIED PROCESS FOR ISSUING DUPLICATE SHARE CERTIFICATES BY SEBI

SEBI’S CONSULTATION PAPER

SEBI’s consultation paper proposes to simplify and standardize the process for issuing duplicate securities certificates to enhance ease of investment.

The consultation paper proposes raising the simplified documentation threshold from Rs. 5 Lakhs to Rs. 10 Lakhs.

PRESENT REQUIREMENT FOR ISSUE OF DUPLICATE CERTIFICATE

CURRENTLY, INVESTORS MUST SUBMIT

1.A copy of FIR/police complaint/court order,

2.Publish a newspaper advertisement, and

3.Provide separate affidavit and indemnity bonds, except when the value of securities is below Rs. 5 Lakhs.

PROPOSED SIMPLIFIED DOCUMENTATION REQUIREMENTS

Investors would no longer need to furnish lengthy or complex paperwork.

The proposed framework includes:

1.Standard templates for applications

2.Streamlined affidavit/indemnity formats

3.Relaxed requirement for surety in certain cases

4. SEBI is considering reducing notarisation/legal formalities, especially for small shareholders, to improve ease of doing securities-related processes.

5. Greater use of digital modes, e-verification and online workflow, enabling quicker turnaround time by RTAs/companies.

6. Still the shareholder has to file a FIR

ENHANCED INVESTOR PROTECTION

While simplifying procedures, SEBI also proposes safeguards such as:

1.Mandatory PAN / KYC verification

2.Intimation to registered contact details before issuing a duplicate certificate

3.Strict timelines for RTAs to respond

ADVANTAGES

SEBI Says this move would simplify procedures, minimize costs to shareholders and will offer restitute rights for those who hold securities in physical forms.

R V SECKAR FCS,LLB 79047 19295

IT DEPARTMENT TELLS CHARITABLE TRUSTS TO ADD IRREVOCABLE CLAUSE IN THEIR TRUST DEEDS- WHAT IT MEANS?

 IT DEPARTMENT TELLS CHARITABLE TRUSTS TO ADD IRREVOCABLE CLAUSE IN THEIR TRUST DEEDS- 

                    WHAT IT MEANS?

 “IRREVOCABLE CLAUSE” IN THEIR TRUST DEEDS

The Income Tax Department has recently been insisting that charitable and religious trusts include a clear “irrevocable clause” in their Trust Deeds—especially at the time of 12AB registration / renewal, and in 80G approval cases.

WHY THIS CLAUSE MATTERS?

The department wants explicit assurance that:

• The trust cannot be revoked by the settlor/ trustees at will.
• The assets of the trust will continue to be used only for charitable purposes.
• On dissolution, the assets will be transferred to another registered charitable organisation, not distributed among trustees or members.

This ensures long-term protection of public charitable assets and prevents misuse.

WHAT THE IT DEPARTMENT IS CHECKING?

Trust deeds must clearly state that:

1.The trust is irrevocable.

2.No part of income or assets will benefit any trustee, settlor, or specified persons.

3.Upon winding up, assets will transfer to another 12AB-registered trust with similar objectives.

4.Activities will always remain charitable as defined under Sec. 2(15).

WHAT CHARITABLE TRUSTS SHOULD DO?

·      Review the Trust Deed.

·      If the irrevocability or dissolution clauses are missing or vague, amend the deed through the appropriate authority (Sub-Registrar/ Charity Commissioner).

·      Submit the amended deed during 12AB/80G application or when queried by the department.

WHY THE  IT DEPARTMENT IS PUSHING IT NOW?

With the stricter 12AB regime, the IT Department wants to ensure that trusts cannot dissolve themselves and divert assets—closing loopholes used for tax avoidance and private benefit.

R V SECKAR FCS,LLB 79047 19295

ROC COIMBATORE PENALISES A COMPANY FOR APPOINTING MANAGING DIRECTOR BEYOND 5 YEARS ROC, COIMBATORE VS SRI RAGAVENDHRA NEURO CARE PRIVATE LIMITED

 ROC COIMBATORE PENALISES A COMPANY FOR APPOINTING MANAGING DIRECTOR BEYOND 5 YEARS

ROC, COIMBATORE VS SRI RAGAVENDHRA

 NEURO CARE PRIVATE LIMITED

VIOLATION OF SECTION 196 OF THE COMPANIES ACT, 2013.

A recent action by ROC Coimbatore serves as a reminder that Managing Directors cannot be appointed for a term exceeding 5 years under Section 196 of the Companies Act, 2013.

WHAT HAPPENED?

Sri Ragavendhra Neuro Care Pvt Ltd appointed its Managing Director for a tenure longer than the permissible 5-year term.

As per agreement, company had re-appointed Shri R. Natarajan as MD for a period of 10 years (from 15.06.2011 to 10.06.2021).

The ROC, during scrutiny of filings, found this to be a clear violation.

WHY IS THIS NON-COMPLIANT?

Section 196(4)/(5) expressly restricts MD/Whole-time Director tenure to maximum 5 years.

Even a special resolution cannot override this statutory limit.

Only reappointment (within 1 year before expiry) is allowed — not an extended first term.

REGULATORY ACTION

Appointment beyond 5 years treated as invalid to the excess extent.

Penalties imposed on the company and officers under Section 450 (general penalty).

ROC Coimbatore imposed a penalty of ₹2 Lakh on the Company and ₹50K on the Director for Violation.

Company required to rectify filings and ensure proper tenure compliance.

KEY TAKEAWAYS FOR COMPANIES IN THIS CASE

✔ Maximum MD tenure = 5 years — no exceptions.

✔ Reappointment permitted but not earlier than 1 year before expiry.

✔ Form MR-1 must reflect accurate tenure.

✔ Non-compliance → penal consequences for both company and officers.

COMPLIANCE REMINDER

Review all MD/Whole-time Director appointment resolutions & filings to ensure they comply with the statutory 5-year limit.

PREVENTIVE COMPLIANCE TODAY AVOIDS REGULATORY TROUBLE TOMORROW.

R V SECKAR , FCS , LLB 79047 19295

#JOIN FREE ZOOM WEBINAR ON RECENT AMENDMENTS TO LODR WEF 19-11-2025, #DATE:29-11-2025 TIME - 4 PM TO 4.40 PM,

 #JOIN FREE ZOOM WEBINAR ON RECENT AMENDMENTS TO LODR WEF 19-11-2025,

#DATE:29-11-2025  TIME - 4  PM TO

 4.40 PM,