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,

ALL YOU NEED TO KNOW 4 NEW LABOUR CODES REPLACING 29 OLDER LABOUR LAWS

 ALL YOU NEED TO KNOW 4 NEW LABOUR CODES REPLACING 29 OLDER LABOUR LAWS

Four new labour codes in India that came into effect on 21 November 2025, replacing 29 older labour laws.

Major Changes in the New Labour Codes

These four codes replace 29 older central labour laws, thereby simplifying and modernizing labour regulation

·      Code on Wages, 2019

·      Industrial Relations Code, 2020

·      Code on Social Security, 2020

·      Occupational Safety, Health and Working Conditions (OSHWC) Code, 2020

BENEFITS OF CODIFICATION

·      Single Registration

·      Single License

·      Single Statement

·      Minimum Forms

·      Common definitions

·      Reduction of Committees

·       Web-based surprise inspection

·      Use of technology

·      Electronic registration and licensing

·      Reduction of compliance cost and disputes

WHAT CODE ON WAGES COVER ?

·      There’s now a national minimum wage covering all workers—not just certain industries.

·      Definition of “wages” is more uniform (basic pay + dearness allowance + other components).

·      Overtime pay must be at least double the normal wage.

·      Payment of wages must be timely.

·      Equal remuneration to male and female workers.

EMPLOYMENT CONTRACTS AND LETTERS

·      Mandatory appointment letter for all employees, including informal workers.

·      Fixed-term workers get similar benefits as permanent workers —

·       Gratuity eligibility is reduced to 1 year (from 5 years earlier).

·      Fixed-term employees must be paid the same wages as permanent employees for similar work

INDUSTRIAL RELATIONS / HIRING-FIRING

·      The threshold for mandatory government approval for layoffs/retrenchments is raised from 100 to 300 workers.

·      Strikes: there is a 14-day notice required, and a two-member tribunal mechanism for dispute resolution.

SOCIAL SECURITY

·      Gig and platform workers are officially recognized and included under social security coverage.

·      Aggregator companies (like ride-hailing / delivery) must contribute 1–2% of their annual turnover (with some cap) toward the social security for these workers.

·      Aadhaar-linked portability of social security benefits across states.

·      Plantation workers to get benefit of ESIC.

WORKING CONDITIONS & SAFETY

·      Maximum working week is 48 hours, but daily working hours can be 8–12 (with overtime).

·      Women can now work night shifts, given their consent + required safety measures.

·      Free annual health check-up for workers above 40.

·      Simplified inspection regime: more use of web-based, algorithm-driven inspections to reduce harassment.

·      Right to women workers to work in all types of establishments.

COMPLIANCE SIMPLIFICATION

·      Single license / registration for businesses (centralised) to reduce compliance burden.

·      Electronic maintenance of registers, returns, etc., to make compliance more digital.

PENALTIES:

Many offences are decriminalized, i.e., replaced with monetary fines instead of imprisonment

DISADVANTAGES

·      Longer working hours (up to 12 hours/day) could impact worker health / work-life balance.

·      Dilution of workers’ rights (especially regarding hire-and-fire).

·      While the codes are in force, some rules (state-level) may not yet be fully notified.

 

R V SECKAR , FCS LLB, 79047 19295

CAN AN INDEPENDENT DIRECTOR BE SUED BY A LISTED COMPANY FOR CONFIDENTIALITY BREACH AND UNDISCLOSED CONFLICT OF INTEREST ?

 CAN AN INDEPENDENT DIRECTOR BE SUED BY A LISTED COMPANY FOR CONFIDENTIALITY BREACH AND UNDISCLOSED CONFLICT OF INTEREST ?

ALLEGATION BY AMPVOLTS LIMITED AGAINST INDEPENDENT DIRECTOR JAYDEEP MEHTA

Mr.Jaydeep Mehta was an independent director in the AMPVOLTS Limited, a listed company.

Jaydeep Mehta has resigned as an independent director of AmpVolts Limited, effective October 20, 2025.

The company cites a confidentiality breach and undisclosed conflict of interest, while Mehta's resignation letter points to governance concerns and the board's inaction on alleged financial irregularities.

The company is considering legal action, while Mehta has also ceased to be a member of the Nomination and Remuneration Committee.

ALLEGATION THROUGH EMAIL BY INDEPENDENT DIRECTOR

On 22 August 2025, while still holding office as an Independent Director, Mr. Mehta addressed a formal email to the Board with the subject “Closure of the Preliminary Reviews against the Claims Made after Providing Self-Proclaimed Extended Timelines.”

FINANCIAL AUDIT BY THE REQUEST OF INDIVIDUAL SHAREHOLDERS

In that email, he referred to the allegations of one of the shareholders, Mr. Anant Shah and his spouse, Mrs. Manisha Shah, and recommended that the Board constitute a special committee of independent directors and initiate a financial audit.

EXTERNAL PARTIES

Email was copy-marked by Independent Director, Mr. Mehta to multiple external parties—none of whom had any official capacity in Ampvolts Limited.

The same email had not even been copied to one of the serving independent directors, Mrs. Tejas Shah.

INDEPENDENT AUDIT

An independent audit as per the scope defined by them had already been completed on 16 July 2025 by an external audit firm selected by Mr. Mehta himself and that no irregularities were found. The reply explicitly asked Mr. Mehta to explain the relevance and authority of sharing confidential company information with outsiders who had no locus standi in the Company’s affairs. This raises further questions on the role and conduct of the independent director.

RESIGNATION ON HOLD

Management held a meeting with Mr. Mehta in person on 23 September 2025. Convinced with the proper and sufficient explanations against the allegations of the shareholder couple, Mr. Mehta, in his email on the same date, kept his resignation on hold and requested the management to appoint an independent secretarial auditor.

A SPECIAL SECRETARIAL AUDIT

The Company management gave consent to Mr. Mehta to appoint an independent secretarial auditor and provide them with the scope of work. The management also informed the other independent directors regarding the decision to conduct a secretarial audit. However, Mr. Mehta did not wait for the report but chose to resign, defying his own statement.

DIRECT OR INDIRECT INTEREST CONFLICTS WITH THE COMPANY'S INTEREST.

Mr. Mehta’s firm, LexStreet Advisors LLP, a law firm, is also representing certain shareholders of the Company who are simultaneously involved in adversarial actions and allegations against the Company management. This material association was never disclosed in any declarations or in any subsequent communication to the Company, thereby constituting a clear violation of Section 166(4) of the Companies Act.

ADVISING AND REPRESENTING ADVERSARIAL SHAREHOLDERS

As an Independent Director, the Company expected transparency and an unbiased approach from Mr. Mehta. However, the above chronology of events raises serious questions and reveals a consistent pattern of misuse of confidential information and conduct inconsistent with the statutory expectations from an Independent Director. Mr. Mehta’s continued partnership in a firm that was advising and representing adversarial shareholders constitutes a direct violation of Sections 149(6), 149(7), and 166(4) of the Companies Act, 2013.

SEBI (LODR) AND PIT REGULATIONS

By disseminating confidential communications to outside parties, he has also breached Section 166(3) of the Act and the SEBI (LODR) and PIT Regulations, raising a strong presumption of sharing unpublished, price-sensitive information.

CONFLICT OF INTEREST AND BREACH OF FIDUCIARY RESPONSIBILITY COMMITTED BY MR. JAYDEEP MEHTA

The Company reserves its right to initiate necessary legal proceedings including intimation to statutory/regulatory authorities about the conflict of interest and breach of fiduciary responsibility committed by Mr. Jaydeep Mehta during his tenure as Independent Director, in connivance with Mr. Anant Shah.

Will Mr Jaydeep Mehta answer all these allegations made against him?

What is the retaliatory action he wish to initiate against AMPVOLTS Limited?

R V SECKAR, FCS,LLB 79047 19295

 

RECENT AMENDMENTS TO LODR -SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, published in the Official Gazette on 19 November 2025

 

RECENT AMENDMENTS TO LODR -SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, published in the Official Gazette on 19 November 2025

	DETAILS	IMPACT:
1	2(1)(zc)(e) retail purchases from any listed entity or its subsidiary by its directors or its employees key managerial personnel, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees, directors, key managerial personnel and relatives of directors or key managerial personnel”.	Directors and key managerial personnel can make retail purchases on uniform terms without being treated as RPT.
2	The listed entity shall use any of the electronic mode of payment facility approved by the Reserve Bank of India, in the manner specified in Schedule I, for the payment of the following: (a) dividends; (b) interest;  (c) redemption or repayment amounts:.	Payments must be made only through RBI-approved electronic modes like UPI payments, Net Banking ,RTCGS, NEFT etc.
	In sub-regulation (1), in the first proviso, Provided that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds	Materiality will be determined as per the newly inserted Schedule XII. Schedule XII provides a tier-based threshold depending on consolidated turnover.
	MAJOR AMENDMENTS TO REGULATION 23 —RELATED PARTY TRANSACTIONS. In sub-regulation (2), in the second proviso, clause (b) has been substituted,	“(b) a related party transaction above rupees one crore, whether entered into individually or taken together with previous transactions during a financial year, to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction, exceeds the lower of the following: i)                 ten percent of the annual standalone turnover of the subsidiary as per the last audited financial statements of the subsidiary; or ii)                (ii) the threshold for material related party transactions of listed entity as specified in Schedule XII of these regulations.”;
	Audit committee approval for subsidiary-level RPTs	Even if the listed entity is not a party to the RPT, if a subsidiary of the listed entity enters an RPT crossing certain thresholds (specified in Schedule XII or e.g. ₹1 crore), then the audit committee of the listed entity must approve.
	Validity period of omnibus shareholder approvals	The amendment adds provisos about omnibus approvals for RPTs:   Omnibus approval granted at an AGM is valid up to the date of the next AGM (within timelines under the Companies Act, 2013).   Omnibus approvals granted in a general meeting other than the AGM are valid for not more than one year from date of the approval.
	Clarification of “holding company” for RPTs	In one sub-regulation an Explanation has been added to clarify that “holding company” used in clause (b) refers to and shall be deemed to have always referred to a listed holding company.
	Disclosure requirements and annual report dispatch changes	Under Regulation 53, amendments include:   Specifying that the annual report of the listed entity shall contain disclosures as specified in the Companies Act or the statute under which such listed entity is constituted.   Require submission to stock exchange and debenture trustee and publication on its website of: (a) a copy of the annual report on or before dispatch to shareholders OR submission to Central/State Government; (b) in case of any changes to the annual report post-AGM, a revised copy with details/explanation within 48 hours of the AGM or before dispatch.   The draft further allows (optionally) QR code/static link for those holders of non-convertible securities who have not registered email addresses.
	In sub-regulation (1), The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013 or the statute under which such listed entity is constituted, along with the following	To extend and mandate Annual Report disclosure and submission requirements to listed entities constituted under statutes other than the Companies Act, 2013, by expressly covering entities incorporated under special Acts within the ambit of Regulation 53.”
	in sub-regulation (5), after clause (e) the following Explanation has been inserted, namely,“Explanation: For the removal of doubts, it is clarified that the term ‘holding company’ used in clause (b) of this sub-regulation refers to and shall be deemed to have always referred to a listed holding company.”	(b) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval. This removes ambiguity that approval exemptions applied only to listed holding companies
	—ANNUAL REPORT. TO STOCK EXCHANGE & Debenture Trustees   sub-regulation (2) shall be substituted, “(2) The listed entity shall submit to the stock exchange and the debenture trustee and publish on its website( a) a copy of the annual report, sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders; and on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be; and   (b) in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, not later than within 48 hours after the annual general meeting or on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.”	The amendment broadens applicability to statutory entities, provides flexible but time-bound submission triggers, and ensures timely, transparent disclosure of Annual Reports and their revised versions across all types of listed entities.
	in sub-regulation (1), clause (b) has been substituted with the following, namely ,(b) Hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non convertible securities who have not so registered; “(b) A letter providing the web-link including the exact path where complete details of the Annual Report is available, which may at the option of the listed entity, also include a static Quick Response Code, to those holder(s) of non-convertible securities that have not registered their respective email addresses	Instead of sending a physical Annual Report: A letter with the web link with the exact path to the full annual report, and A Quick Response (QR) code to allow easy access to the digital version of the report.
	DOCUMENTS AND INFORMATION TO HOLDERS OF NON-CONVERTIBLE after sub-regulation (1), the following sub-regulation has been inserted, namely,“(1A) The listed entity shall send the documents referred to in sub-regulation (1), within the timelines specified in Section 136 of Companies Act, 2013 and rules made thereunder or the provisions of the statute under which such listed entity is constituted: Provided that in the absence of any timeline in the statute, the documents shall be sent on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.”	Listed companies: Must send AGM documents at least 21 days before the AGM as per Section 136 of the Companies Act. Listed entities that are not companies: If their parent statute prescribes a timeline, follow that. If no timeline is given, they must send documents on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.

 

IMPLICATIONS FOR LISTED ENTITIES DUE TO RECENT AMENDMENTS TO LODR

·       Listed companies need to revisit their RPT policies, audit committee charters, omnibus approval practices, and threshold calculation for RPT materiality.

·       Subsidiary transactions of listed entities will receive greater scrutiny — audit committee of the parent listed entity must now consider subsidiary RPTs above threshold.

·       Annual report and other disclosures now require more immediate publication and include digital link/QR code options for wider stakeholder access.

·       Companies must assess whether their existing definitions of “related party”, “holding company”, etc., align with the expanded definitions under this amendment.

·       Governance frameworks (especially board/audit committee oversight) need updating to reflect these changes — including the validity of omnibus shareholder approvals.