THREE SEASONS WAS FINED BY ROC FOR NOT OBTAINING A DECLARATION FROM INDEPENDENT DIRECTORS UNDER SECTION 134 (3) OF COMPANIES ACT ,2013

 THREE SEASONS  WAS FINED BY ROC FOR

 NOT OBTAINING A DECLARATION FROM

 INDEPENDENT DIRECTORS UNDER

 SECTION 134 (3) OF COMPANIES ACT ,2013

THREE SEASONS  EXIM LIMITED VS ROC, VIJAYAWADA

FACTS OF THE CASE

Under Section 134(3) of India's Companies Act, 2013, the Board's Report attached to financial statements must include a statement confirming that independent directors have given a declaration as required by Section 149(7), affirming their independence and that they meet the criteria for independence.

PURPOSE OF THE DECLARATION

This declaration ensures independent directors are genuinely free from company influence, safeguarding minority shareholders, and is crucial for governance, being a mandatory disclosure in the annual report, with failure leading to penalties.

INDEPENDENT DIRECTORS' DECLARATION (SEC 149(7)):

Each Independent Director must confirm in writing to the Board that they meet the criteria for independence, are not disqualified, and have no other relationships that could interfere with their independent judgment.

This is a mandatory disclosure within the Board's Report, which is attached to the financial statements presented at the Annual General Meeting (AGM).

BOARD'S CONFIRMATION:

The Board's Report must explicitly state that such declarations have been received from all Independent Directors.

PENALTY FOR THE LAPSE

Roc ,Vijayawada imposed fine on Three Seasons Exim Rs`300,000 on the company and   `50,000 each on four directors in default for not obtaining a declaration from its independent directors to the board’s report for the financial year 2022-2023.

R V SECKAR, FCS, LLB 79047 19295

DISCLOSURE UNDER REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 BY UNISTAR MULTIMEDIA LTD ABOUT UNAUTHORISED ATTEMPT TO ACCESS MCA PORTAL

 DISCLOSURE UNDER REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 BY UNISTAR MULTIMEDIA LTD ABOUT UNAUTHORISED ATTEMPT TO ACCESS MCA PORTAL

WHAT HAPPENED ?

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III, Part A, Unistar Multimedia wish to inform the SE that the Company has identified an unauthorised attempt to access its account on the Ministry of Corporate Affairs (MCA) portal.

REACTION BY THE COMPANY

The said attempt was promptly detected, and the Company immediately activated necessary security measures, including securing login credentials and strengthening access controls.

The company further confirmed that no statutory filings were altered, no data was compromised, and there has been no material impact on the operations or financials of the Company.

REVIEW BY UNISTAR MULTIMEDIA

As a matter of abundant caution and good governance, the Company has reviewed and enhanced its internal controls relating to access and monitoring of statutory portals.

The Company will continue to monitor the situation and take all necessary steps to safeguard its systems and regulatory compliances.

WHY THIS DISCLOSURE?

Disclosure of data breach is to be made by listed companies mainly for the interest of transparency and in compliance with applicable regulatory requirements.

R V SECKAR ,FCS, LLB 79047 19295

SAT UPHELD SEBI’ VIEW THAT ALL RELATED-PARTY TRANSACTIONS (RPTS) WITH A SINGLE ENTITY IN A FINANCIAL YEAR MUST BE AGGREGATED TO DETERMINE IF THEY CROSS THE MATERIALITY THRESHOLD REQUIRING SHAREHOLDER APPROVAL

 SAT UPHELD SEBI’ VIEW THAT ALL RELATED-PARTY TRANSACTIONS (RPTS) WITH A SINGLE ENTITY IN A FINANCIAL YEAR MUST BE AGGREGATED TO DETERMINE IF THEY CROSS THE MATERIALITY THRESHOLD REQUIRING SHAREHOLDER APPROVAL

SAT VS LINDE INDIA LTD. (LIL) AND PRAXAIR INDIA PVT. LTD. (PIPL).

FACTS OF THE CASE

The above ruling was delivered in the case of Linde India Ltd. vs. SEBI, which involved Linde India and Praxair India Pvt. Ltd. (PIPL), a related party after a global merger.

All yearly related-party transactions must be added together, not checked one by one. This stops companies from splitting big deals into smaller ones to avoid shareholder approval SAYS SAT UPHOLDING SEBI’S STAND.

AGGREGATION IS MANDATORY:

SAT upheld the Securities and Exchange Board of India's (SEBI) interpretation of Regulation 23 of the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.

It stated that the "aggregate value of transactions" must be considered, not individual contracts, ensuring a true picture of a company's related-party exposure is presented.

LINDE INDIA'S ARGUMENT

The tribunal rejected Linde India's argument that the definition of RPTs under Regulation 2 allowed for a contract-by-contract assessment.

 SAT emphasized that a purposeful reading of the regulation, aligned with corporate governance principles, must prevail to protect shareholder interests.

MATERIALITY THRESHOLD:

A transaction is considered material if its value, individually or aggregated with previous transactions during a financial year, exceeds the lower of ₹1,000 crore or 10% of the company's annual consolidated turnover. If this threshold is crossed, shareholder approval is mandatory, with related parties unable to vote on the resolution.

DEFINITIONS CANNOT OVERRIDE REGULATION 23

The wording “single transaction or group of transactions in a contract” in the rules is just a definition. It cannot override or weaken the main rule in Regulation 23(1), which clearly says that all related-party transactions in a year must be added together to check if approval is needed.

VALUATION ORDERED

NSE will now appoint a registered valuer to compute the value of business foregone and business received by Linde India under the JV.

APPEAL DISMISSED

SAT dismissed Linde India’s appeal in full, reinforcing SEBI’s governance-centric approach.

LESSONS LEARNED

This verdict has closed long-debated interpretational gaps and meaningfully strengthens minority shareholder safeguard. Listed entities will now have to adopt a more transparent and holistic approach in evaluating RPTs ensuring compliance in both letter and spirit.

 

R V SEKAR , FCS,LLB 79047 19295 

IN ABSENCE OF CS, CFO OF KEROVIT GLOBAL PRIVATE LTD WOS KAJARIA BATHWARE P LTD SWINDLED RS 20 CRORES – FAILURE OF INTERNAL AUDIT

 

IN ABSENCE OF CS, CFO OF  KEROVIT GLOBA

L PRIVATE LTD WOS  KAJARIA BATHWARE P LTD 

SWINDLED RS 20 CRORES – FAILURE OF INTERNAL

 AUDIT

WHAT HAPPENED?

Kajaria Ceramics Ltd disclosed that a fraud of approximately ₹20 crore was carried out by Dilip Kumar Maliwal, then CFO and Key Managerial Personnel of Kajaria Bathware Pvt Ltd (KBPL), involving funds of Kerovit Global Private Ltd (KGPL) — a wholly-owned subsidiary of KBPL and step-down subsidiary of Kajaria Ceramics.

NATURE OF MISCONDUCT:

The CFO allegedly embezzled and siphoned funds over nearly two years, including creating a vendor entity in his own name and forging approvals to divert payments that were purportedly for plant and machinery.

TERMINATION AND FIR:

 KBPL terminated his employment immediately and filed complaints with the Economic Offences Wing (EOW) of Delhi Police and local authorities in Badarpur, New Delhi.

CAN ₹20 CRORE COULD BE RECOVERED FROM CFO

·      Only around ₹60 lakh has been recovered so far, and full recovery of the ₹20 crore appears unlikely.

LESSONS LEARNED

·      Absence of effective oversight at subsidiary level enabled prolonged concealment of fraud.

·      Internal audit and control systems were insufficiently integrated or enforced across group entities.

·      Delayed detection only after comprehensive review and IT controls roll-out.

·      Governance failure underscores the need for stronger internal audits, real-time monitoring and tighter vendor controls throughout corporate structures.

R V SEKAR, FCS, LLB  79047 19295

PROBATE OF WILLS NO LONGER COMPULSORY IN INDIA A MAJOR REFORM IN INHERITANCE LAW YOU SHOULD KNOW

 

PROBATE OF WILLS NO LONGER

 COMPULSORY IN INDIA

A MAJOR REFORM IN INHERITANCE LAW

 YOU SHOULD KNOW

WHAT IS PROBATE?

Probate = court certification of a will’s authenticity

Earlier, it was mandatory in some cases before heirs could act

This requirement has now changed fundamentally

WHAT’S THE BIG CHANGE?

Probate is no longer compulsory in most cases across India

Executors & beneficiaries can enforce wills directly

Court approval is now optional, not mandatory

LEGAL TRIGGER

Repealing and Amending Bill, 2025

Passed by Lok Sabha & Rajya Sabha

Section 213 of the Indian Succession Act, 1925 omitted

Awaiting Presidential assent

EARLIER LEGAL POSITION

Probate compulsory for wills of: Hindus, Buddhists, Sikhs & Jains

In cities like Mumbai, Chennai & Kolkata

Not required for Muslims & Christians

Resulted in religion-based discrimination

WHAT CHANGES NOW?

Uniform inheritance rule across religions & regions

No special city-based or community-based rules

State governments cannot grant exemptions anymore

PRACTICAL IMPACT

Faster estate administration ⏱

Lower legal costs

Less court involvement

Succession certificates become more relevant & accessible

IS PROBATE STILL USEFUL?

Yes — but voluntary

Advisable for:

High-value assets

Anticipated family disputes

Offers stronger legal protection

WHY THIS MATTERS?

Simplifies inheritance planning

Removes out-dated colonial-era barriers

Aligns succession law with ease of living & justice

FINAL THOUGHTS

A silent but powerful reform in Indian company & family law

➡ Executors | Heirs | Lawyers | Compliance Professionals

Time to rethink estate planning strategies

REMINDER

Repealing and Amending Bill, 2025

Passed by Lok Sabha & Rajya Sabha

Section 213 of the Indian Succession Act, 1925 omitted

Awaiting Presidential assent

Once President accent is received, it will become Act  and it enforceability starts.

R V SECKAR , FCS , LLB ,7904719295

BADLI LOGISTICS PRIVATE LTD FINED FOR BORROWING WITHOUT FILING INC-20A-COMMENCEMENT OF BUSINESS

 BADLI LOGISTICS PRIVATE LTD FINED FOR BORROWING WITHOUT FILING INC-20A-COMMENCEMENT OF BUSINESS

BADLI LOGISTICS PRIVATE LTD VS ROC, NEW DELHI

SECTION 10A(1) OF THE COMPANIES ACT ,2013

A company must file Form INC-20A within 180 days of incorporation before commencing business or borrowing.

VIOLATION:

The company took unsecured borrowing (a loan of ₹3.5 crore) on 19 May 2021 before filing Form INC-20A.

Form INC-20A must be filed before a company can commence business or exercise any borrowing powers under Section 10A of the Companies Act, 2013.

FINE AMOUNT

A total fine of Rs 1,18,000/- was levied on company  and its directors for the violation.

LESSONS LEARNED

After incorporation, it is the duty of the Directors to ensure that e-form INC-20A is filed with the ROC before commencing business or exercising borrowing powers. Otherwise, both Company and its Directors are liable for penalty under Section 10A of the CA, 2013.

A REDUCED PENALTY

The ROC Delhi imposed a reduced penalty on the company and daily penalties on the directors, reflecting statutory non-compliance under Section 10A of the Companies

FURTHER COURSE OF ACTION TO BE TAKEN BY THE COMPANY

·      Penalties must be paid via the MCA e-Adjudication portal within 90 days of the order.

·      The company must also ensure that Form INC-20A is filed properly and other ROC compliances are up to date.

·      Appeals against the ROC order can be filed with the Regional Director in Form ADJ within 60 days.

R V SECKAR , FCS, LLB 79047 19295

RD LEVIED A FINE OF ₹63,90,000 ON HINDUSTAN ZINC LIMITED (VEDANTA GROUP) FOR NOT MENTIONING THE DIRECTOR IDENTIFICATION NUMBERS (DIN) IN THE FINANCIALS FOR THE FINANCIAL YEARS 2014-15 to 2020-21.

RD LEVIED A FINE OF ₹63,90,000 ON

 HINDUSTAN ZINC LIMITED (VEDANTA

 GROUP) FOR NOT MENTIONING THE

 DIRECTOR IDENTIFICATION NUMBERS

 (DIN) IN THE FINANCIALS FOR THE

 FINANCIAL YEARS 2014-15 to 2020-21.

REGIONAL DIRECTOR, NORTH WESTERN REGION , MCA Vs HINDUSTAN ZINC LIMITED (VEDANTA GROUP)

 

LEGAL PROVISION

SECTION 158 OF THE COMPANIES ACT, 2013

Mandates that every person or company must mention the DIN of directors in all returns, information, and documents, including financial statements filed with MCA.

However, Hindustan Zinc Limited failed to mention the Director Identification Number (DIN) of its directors in the financial statements.

WHY IT IS CONSIDERED AS AN OFFENCE?

DINs of directors were omitted in the financial statements, which is a statutory disclosure requirement

Such omission affects transparency and traceability of directors’ accountability.

COMPOUNDING APPLICATION

The company filed an application under Section 441 of the Companies Act, 2013.

On payment of the compounding amount, the offence stood compounded, and no further prosecution was pursued by RD.

KEY LEARNINGS

·      DIN disclosure is not a procedural formality—it is a mandatory statutory requirement

·      Even large, listed companies are not spared from strict enforcement

·      Financial statements are considered “documents” under Section 158

·      Compounding may avoid prosecution, but financial and reputational costs remain high

LESSONS LEARNED

This case study shows failure of compliance in a listed company.

How Compliance officer , Statutory Auditors overlooked in this issue is perplexing.

Disclosure lapses in financial statements—even technical ones—can lead to multi-crore consequences.

Robust internal review mechanisms are essential before finalisation and signing of financials.

CAN WE APPEAL AGAINST THE RD ORDER ?

if you are aggrieved by the Regional Director's own order, there isn't a further judicial appeal to NCLT/NCLAT directly under current law for these specific administrative penalties, though proposals exist; however, the RD can modify or set aside their own order upon hearing, so the appeal process is primarily administrative, with the RD acting as the appellate authority over the ROC.

R V SECKAR , FCS, LLB, 79047 19295