COMPANY SECRETARY AND MANAGING DIRECTOR WERE PENALIZED FOR FAILURE TO DISCLOSE INFORMATION IN THE COMPANY’S WEBSITE.

 COMPANY SECRETARY AND MANAGING DIRECTOR WERE PENALIZED FOR FAILURE TO DISCLOSE INFORMATION IN THE COMPANY’S WEBSITE.

ROC, CUTTACK VS HARI MACHINES LIMITED.

FINDINGS IN THE SECRETARIAL AUDIT

For FY 2017-18, Secretarial Auditor had qualified in the Secretarial Audit Report, stating that the company failed to disclose its financial statements, quarterly reports, and notices of AGM on its website.

SECTION 136(1) OF THE COMPANIES ACT,2013

Section 136(1) of the Companies Act requires every listed company to place its financial statements and documents which are required to be attached thereto on its website, in addition to filing with the Registrar.

NON-COMPLIANCE ATTRACKS PENALTY

Non-compliance with Section 136(1) triggers penalty under Section 136(3) for the company and Section 454 (via the Adjudication of Penalties Rules) for the officers in default.

ROC’S ORDER

ROC Cuttack imposed a penalty of 5K each on MD, and CS.

COMPANY AND CFO   ABSOLVED

The company was not penalized as it is under liquidation. CFO is also not penalized because his function did not relate to website disclosures.

KEY LEARNINGS

The order emphasizes that website disclosures are mandatory for listed companies and non‐compliance is being actively enforced by ROC.

Officers (especially Company Secretary) cannot escape liability merely by attributing the fault to administrative oversight if the function falls within their domain.

Even if the company is under liquidation, the officers may still be pursued for statutory non‐compliances.

R V SECKAR , FCS,LLB 79047 19295

TWO INDEPENDENT DIRECTORS OF BRIGHTCOM GROUP LTD HAVE BEEN PENALIZED ₹35 LAKHS FAILING TO DISCHARGE THEIR DUTIES AS INDEPENDENT DIRECTORS.

 TWO INDEPENDENT DIRECTORS OF BRIGHTCOM GROUP LTD HAVE BEEN PENALIZED  ₹35 LAKHS FAILING TO DISCHARGE THEIR DUTIES AS INDEPENDENT DIRECTORS.

SEBI

SEBI has indeed penalized two former non-executive, Independent Directors of Brightcom Group Ltd (BGL) for failing to discharge their duties, specifically related to accounting irregularities.

FAILURE ON INDEPENDENT DIRECTORS

1.Allam Raghunath (Former Independent Director and Audit Committee Chairman) fined ₹30 LAKHS

2.Subrato Saha (Former Independent Director) ) fined ₹5 LAKHS

REASON FOR PENALTY

Failure to exercise due diligence and oversight, which allowed significantmisrepresentation of BGL's financial statements (FY 2014-15 to FY 2019-20).

NATURE OF IRREGULARITIES:

1.The probe revealed the company overstated its profits by an estimated ₹1,280 crore  over FY 2018-19 and FY 2019-20 through improper accounting practices, such as incorrect capitalization of R&D costs and delayed recognition of impairment losses.

2.SEBI observed that the directors failed to exercise adequate oversight over the company’s financial reporting and governance practices, particularly in relation to material misstatements and lapses in disclosure.

3.They were found to have failed to identify misrepresented financial statements by inflating profits, thereby depriving investors of a true, fair, and timely assessment of the company’s financial position.

LOSS OF INDEPENDENCE BY ONE INDEPENDENT DIRECTOR

𝐢𝐭 𝐰𝐚𝐬 𝐚𝐥𝐬𝐨 𝐞𝐬𝐭𝐚𝐛𝐥𝐢𝐬𝐡𝐞𝐝 𝐭𝐡𝐚𝐭 𝐨𝐧𝐞 𝐨𝐟 𝐭𝐡𝐞 𝐈𝐃𝐬 𝐡𝐚𝐝 𝐥𝐨𝐬𝐭 𝐡𝐢𝐬 𝐢𝐧𝐝𝐞𝐩𝐞𝐧𝐝𝐞𝐧𝐜𝐞 𝐚𝐬 𝐫𝐞𝐪𝐮𝐢𝐫𝐞𝐝 𝐮𝐧𝐝𝐞𝐫 𝐭𝐡𝐞 𝐫𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧𝐬.

𝐇𝐢𝐬 𝐝𝐚𝐮𝐠𝐡𝐭𝐞r 𝐡𝐚𝐝 𝐰𝐨𝐫𝐤𝐞𝐝 𝐰𝐢𝐭𝐡 𝐭𝐡𝐞 𝐜𝐨𝐦𝐩𝐚𝐧𝐲’𝐬 𝐬𝐮𝐛𝐬𝐢𝐝𝐢𝐚𝐫𝐲, 𝐢𝐧𝐢𝐭𝐢𝐚𝐥𝐥𝐲 𝐚𝐬 𝐚𝐧 𝐢𝐧𝐭𝐞𝐫𝐧 𝐚𝐧𝐝 𝐥𝐚𝐭𝐞𝐫 𝐚𝐬 𝐚 𝐁𝐮𝐬𝐢𝐧𝐞𝐬𝐬 𝐀𝐧𝐚𝐥𝐲𝐬𝐭.

𝐓𝐡𝐢𝐬 𝐚𝐬𝐬𝐨𝐜𝐢𝐚𝐭𝐢𝐨𝐧 𝐜𝐨𝐧𝐬𝐭𝐢𝐭𝐮𝐭𝐞𝐝 𝐚 𝐜𝐨𝐧𝐟𝐥𝐢𝐜𝐭 𝐨𝐟 𝐢𝐧𝐭𝐞𝐫𝐞𝐬𝐭 𝐚𝐧𝐝 𝐜𝐨𝐦𝐩𝐫𝐨𝐦𝐢𝐬𝐞𝐝 𝐡𝐢𝐬 𝐢𝐧𝐝𝐞𝐩𝐞𝐧𝐝𝐞𝐧𝐜𝐞. 𝐃𝐮𝐫𝐢𝐧𝐠 𝐭𝐡𝐞 𝐢𝐧𝐯𝐞𝐬𝐭𝐢𝐠𝐚𝐭𝐢𝐨𝐧, 𝐭𝐡𝐞 𝐀𝐝𝐣𝐮𝐝𝐢𝐜𝐚𝐭𝐢𝐧𝐠 𝐎𝐟𝐟𝐢𝐜𝐞𝐫 (𝐀𝐎) 𝐯𝐞𝐫𝐢𝐟𝐢𝐞𝐝 𝐭𝐡𝐞 𝐝𝐚𝐮𝐠𝐡𝐭𝐞𝐫’𝐬 𝐋𝐢𝐧𝐤𝐞𝐝𝐈𝐧 𝐩𝐫𝐨𝐟𝐢𝐥𝐞, 𝐰𝐡𝐢𝐜𝐡 𝐜𝐨𝐧𝐟𝐢𝐫𝐦𝐞𝐝 𝐡𝐞𝐫 𝐞𝐦𝐩𝐥𝐨𝐲𝐦𝐞𝐧𝐭 𝐰𝐢𝐭𝐡 𝐭𝐡𝐞 𝐬𝐮𝐛𝐬𝐢𝐝𝐢𝐚𝐫𝐲.

KEY TAKEAWAYS

The order underscores SEBI’s emphasis on accountability and due diligence among independent directors, reaffirming that their role is not merely advisory but involves active monitoring of corporate governance standards.

R V SECKAR , FCS ,LLB 79047 19295

DEADLINE FOR FILING OF ANNUAL PERFORMANCE REPORT (APR) UNDER FEMA IS 31ST DECEMBER 2025.

 

DEADLINE FOR FILING OF ANNUAL

 PERFORMANCE REPORT (APR) UNDER FEMA

 IS 31^ST DECEMBER 2025.

OVERSEAS INVESTMENT DIRECTIONS, 2022

Under Foreign Exchange Management (Overseas Investment) Regulations, 2022 and FEMA (Overseas Investment) Directions, 2022, issued by the Reserve Bank of India (RBI), the following compliance applies:

APPLICABILITY:

Any Indian resident individual or Indian entity (company, LLP, etc.) that has made an Overseas Direct Investment (ODI) or holds ≥10% shareholding (or control) in a foreign entity must comply.

ANNUAL PERFORMANCE REPORT (APR) FILING:

Such investors are required to submit an Annual Performance Report (APR) in Form ODI Part II through their Authorised Dealer (AD) Bank.

DOCUMENTS REQUIRED:

Audited Financial Statements (Balance Sheet, P&L, etc.) of the foreign entity.

In case the foreign entity’s accounts are unaudited, a management-certified financial statement may be submitted temporarily — but audited statements must be furnished once available.

DUE DATE:

·      On or before 31st December every year

(for the financial year ending on or before March 31 of that year).

So, for the FY 2024–25 (ending 31 March 2025) —

The audited financials of the foreign entity and APR must be filed by 31 December 2025.

NON-COMPLIANCE:

Failure to submit APRs or audited accounts may result in:

·      Non-compliance under FEMA, 1999.

·      Restriction on making further overseas investments.

·      Possible penalties under Section 13 of FEMA.

R V SECKAR   FCS, LLB 79047 19295

STATUTORY AUDITOR OF A LISTED COMPANY RESIGNATION DUE TO NON-AVAILABILITY OF AUDIT DOCUMENTS AND INFORMATION!!!

 

STATUTORY AUDITOR OF A LISTED COMPANY

 RESIGNATION DUE TO NON-AVAILABILITY OF

 AUDIT DOCUMENTS AND INFORMATION!!!

A T K & ASSOCIATES, CHARTERED ACCOUNTANTS, RESIGN AS STATUTORY AUDITORS OF VINTRON INFORMATICS  DUE TO NON-AVAILABILITY OF AUDIT DOCUMENTS AND INFORMATION

KEY REASON FOR RESIGNATION

The primary reason cited by M/s A T K & Associates for their immediate resignation was the non-availability of audit documents and information within the stipulated time, which prevented them from carrying out the statutory audit in accordance with applicable laws and auditing standards.

REPORTED TO STOCK EXCHANGES

This event was disclosed by Vintron Informatics Limited in compliance with SEBI regulations. The sudden departure of the statutory auditor often raises concerns about a company's financial reporting and internal controls.

PROPOSES TO APPOINT A NEW AUDITOR

The company is moving to fill the 'casual vacancy' created by the resignation of M/s A T K & Associates to ensure compliance and timely completion of future audits.

M/s. Piyush Kothari & Associates has been proposed to be appointed as the new Statutory Auditors of the company by Vintron Infomatics  .

IMPLICATIONS OF THE RESIGNATION

The resignation of an auditor, especially citing the "non-availability of audit documents and information," is viewed seriously by regulators and investors.

FINANCIAL TRANSPARENCY AND GOVERNANCE CONCERNS

Red Flag for Investors: The stated reason for resignation—inability to get necessary audit documents—is a major red flag. It suggests potential weaknesses in the company's internal controls, documentation, and financial management practices.

REGULATORY SCRUTINY:

This situation often attracts heightened scrutiny from market regulators like the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA).

IMPACT ON INVESTOR CONFIDENCE

MARKET SENTIMENT:

Such an announcement can negatively impact the company's stock price and overall investor confidence, as it casts doubt on the reliability of its financial statements.

CONCURRENT CORPORATE CHANGES

It is noteworthy that the auditor resignation is taking place alongside other major corporate moves, which further highlights a period of significant change for the company:

PROPOSED NAME CHANGE:

The company has proposed changing its name from 'Vintron Informatics Limited' to 'Reganto Enterprises Limited'.

BUSINESS EXPANSION:

It also plans to significantly expand its business scope to include activities like infrastructure development, air transport, and logistics services.

INVESTOR’S REACTION

Investors will be closely monitoring how the company addresses the transparency issues while simultaneously undergoing such a major restructuring.

R V SECKAR   FCS, LLB 79047 19295

HYDERABAD ROC IMPOSED A WHOOPING PENALTY OF ₹27,46,500 ON A DIRECTOR FOR HOLDING MORE THAN ONE DIN NUMBER

 

HYDERABAD ROC IMPOSED A WHOOPING

 PENALTY OF ₹27,46,500 ON A DIRECTOR

 FOR HOLDING MORE THAN ONE DIN

 NUMBER

ROC Hyderabad vs Chukkamamba Sri Velamati (ECMAT LIMITED)

FACTS OF THE CASE

The Hyderabad Registrar of Companies (ROC) imposed a penalty on Chukkamamba Sri Velamati (din 00218567), for violating section 155 of the companies act, 2013, which prohibits holding more than one director identification number (DIN).

VIOLATION

Ms. Chukkamamba Sri Velamati obtained a second DIN (02749222) on August 21, 2009, while already possessing an existing DIN (00218567) obtained on July 1, 2006. This constitutes a violation of Section 155.

ACTION TAKEN BY THE DIRECTOR:

Ms. Velamati submitted an application for adjudication of the offense under Section 159 of the Companies Act, 2013, acknowledging the violation.

COMPLIANCE

The order required the penalty to be paid from the individual's personal sources through the MCA's e-Adjudication portal within 90 days of receiving the order.

APPLY FOR ADJUDICATION

The action taken by the individual was to apply for adjudication and, presumably, surrender the duplicate DIN (02749222) after the adjudication process was initiated, as the violation (holding duplicate DINs) is a prerequisite for penalty under Section 159.

FINAL THOUGHTS

ROC ,Hyderabad passed the  order on 25/09/2025 vide order number  PO/ADJ/09-2025/HD/00681. Levy of penalty of ₹27,46,500 is too exorbitant considering the level of offence committed.

Director can appeal to RD , Hyderabad to reduce the penalty by substantiating with adequate reason.

It is really perplex to note why ROC Hyderabad has levied such a huge penalty for obtaining a duplicate DIN due to inadvertence.  

R V SECKAR   FCS, LLB 79047 19295

MCA ISSUES RELAXATION FOR CRA-4 FILINGS!

 

MCA ISSUES RELAXATION FOR CRA-4

 FILINGS!

No additional fees will be charged for filing CRA-

4 (Cost Audit Report in XBRL format) for the

 financial year ended 31.03.2025, if filed up to

 31.12.2025.