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

 

CAN AN INDEPENDENT DIRECTOR BE APPOINTED FOR MORE THAN TWO TERMS? DOES IT IS IN VIOLATION OF SECTION 149(11) OF THE COMPANIES ACT, 2013?

 CAN AN INDEPENDENT DIRECTOR BE APPOINTED FOR MORE THAN TWO TERMS? DOES IT IS IN VIOLATION OF SECTION 149(11) OF THE COMPANIES ACT, 2013?

ROC, MUMBAI VS CLEAN MAX ENVIRO ENERGY SOLUTIONS LIMITED

FACTS OF THE CASE

CLEAN MAX ENVIRO had appointed an Independent Director for more than two consecutive terms, contrary to the statutory bar that permits only two consecutive terms followed by a mandatory cooling-off period of three years which is in violation of violation of section 149(11)

WHAT SECTION 149(11) OF CA 2013 REQUIRES?

An Independent Director (ID) can hold office for up to two consecutive terms of 5 years each with maximum continuous tenure: 10 years.

After completing two consecutive terms, a cooling-off period of 3 years is mandatory.

During this period, the person must not be associated with the company in any capacity (directly or indirectly). In other words , he should not be appointed as ID in any holding or subsidiary company.

Any continuation of ID —whether by re-appointment, change in title, or board resolution—cannot cure a statutory breach once the maximum tenure is crossed.

WHY DOES THE LAW RESTRICT TENURE OF INDEPENDENT DIRECTORS?

Because independence of the independent director erodes with prolonged association with the company. The longer a director remains, the higher the risk of familiarity, influence, and compromised objectivity—defeating the very purpose of an “independent” director.

OUTCOME

ROC, Mumbai held that excess tenure compromises the “independence” of an Independent Director.

It also viewed the lapse as a governance failure, not a procedural irregularity.

The Registrar of Companies, Mumbai, under the Ministry of Corporate Affairs, passed an adjudication order under section 454 of the Companies Act, 2013, imposing penalties for violation of section 149(11) on the company.

PENALTY OF ₹6 lakh

Company was penalised under Section 172 of the Companies Act, 2013 as Section 172 allows fines for contravention where no specific punishment is prescribed.

The default continued from 1 October 2022 until the director’s resignation on 9 July 2025, spanning 1,013 days.

The company voluntarily filed a suo-motu adjudication application and admitted the lapse as inadvertent.

Considering the prolonged default and inapplicability of small company relief under section 446B, ROC imposed the maximum penalty of ₹3 lakh on the company and ₹1 lakh each on the Company Secretary, CFO, and Managing Director.

LESSONS LEARNED

Although the company, being a private company, it was not mandatorily required to appoint an Independent Director. However , once appointed, it was bound by the limits prescribed under section 149(11).

R V SECKAR, FCS, LLB 79047 19295

TATA STEEL, JSW STEEL, SAIL HIJACKED STEEL PRICES AND BREACHED ANTITRUST LAW SAYS CCI

 TATA STEEL, JSW STEEL, SAIL HIJACKED STEEL PRICES AND BREACHED ANTITRUST LAW SAYS CCI

WHAT HAPPENED ?

India’s competition watchdog, the Competition Commission of India (CCI), has concluded that major steel producers — Tata Steel, JSW Steel, state-run SAIL and 25 other firms colluded to fix steel selling prices and violated antitrust laws, according to a confidential regulatory order.

KEY FINDINGS

CARTEL-LIKE BEHAVIOUR:

CCI’s investigation, which began in 2021 based on complaints about artificially inflated prices and restricted supply, found coordinated pricing conduct by industry leaders between 2015 and 2023.

EXECUTIVES HELD ACCOUNTABLE :

56 senior executives — including Sajjan Jindal (JSW), T.V. Narendran (Tata Steel), and former SAIL chairpersons — have been named and held accountable for their roles.

WHATSAPP EVIDENCE:

Internal communications including WhatsApp messages among regional industry associations helped uncover price coordination and production cuts.

PENALTIES & FINE 

The CCI’s order says the conduct “is in contravention of Indian antitrust law”, potentially exposing firms to significant penalties — including fines up to three times profit or 10% of turnover per year of violation.

Executives could also face personal fines and liability under competition rules.

SHARE PRICES DRIPPED 

Shares of SAIL, JSW Steel, and Tata Steel dipped in trade following the news as investors digested the potential financial and regulatory fallout.

HOW IT ORIGINATED ?

The CCI investigation - the most high-profile case involving the steel industry  started in 2021 after a group of builders alleged in a criminal case brought ‌to a state court that nine companies were collectively restricting the supply of steel and snowballing prices.

FINAL THOUGHTS

CCI IS REPORTEDLY WORKING ON THE AMOUNT OF FINE TO BE LEVIED ON THE ABOVE MENTIONED COMPANIES AND FINAL ORDERS WILL BE ISSUED WITHIN A YEAR

R V SECKAR , FCS, LLB 79047 19295

 

HOW RUTH PORAT – CFO, ALPHABET (GOOGLE)SAVED GOOGLE FROM ITS FINANCIAL CRISIS DURING 2015–2016?

 HOW RUTH PORAT – CFO, ALPHABET (GOOGLE)SAVED GOOGLE FROM ITS FINANCIAL CRISIS DURING 2015–2016?

RUTH PORAT CFO OF ALPHABET (GOOGLE)

At present Ruth Porat is the President & Chief Investment Officer (CIO) of A, having transitioned from her long tenure as CFO (Chief Financial Officer) in July 2024, a role she held since joining in 2015 and also retains it now also.

She now oversees major corporate investments, including Alphabet's "Other Bets," works with policymakers, and manages philanthropic efforts, building on her deep finance background from Wall Street.

THE  FINANCIAL CRISIS FACED BY ALPHABET AND GOOGLE  IN (2015–2016)- A CASE STUDY

When Ruth Porat joined Google as CFO in 2015:

·      Google’s costs were spiralling due to moonshot projects (self-driving cars, Google Glass, etc.)

·      Investors complained about lack of transparency

·      Margins were under pressure despite strong revenues

·      Stock performance was lagging compared to peers

·      Many analysts feared capital inefficiency could erode shareholder value.

CFO RUTH PORAT ACTIONS THAT VETOED FINANCIAL CRISIS

1. Cost Discipline without Killing Innovation shifting from blunt cost-cutting to strategic optimization, focusing on smart resource allocation, process efficiency, and empowering employees to find smarter ways to work, using technology to automate low-value tasks and reinvesting savings into growth areas, not just cutting budgets.

2. Introduced rigorous budgeting for “Other Bets” The "Other Bets" segment includes early-stage, high-risk, long-term ventures or "moonshots" such as Waymo (self-driving cars), Verily (health tech), and Wing (drone delivery)

3. Forced each project to justify funding with measurable milestones

4. Shut down or restructured loss-making initiatives

OUTCOME

Losses in “Other Bets” reduced significantly over the time.

WHAT REFORMS CFO RUTH PORAT INTRODUCED?

1. Implemented return-on-capital metrics which will help in measuring how efficiently a company uses its total capital (debt + equity) to generate profits, indicating profitability and value creation for all capital providers.

2. Introduced share buybacks to return excess cash to shareholders which boosts Earnings Per Share (EPS) and often resulted in the upward trend in the stock price.

3. Gave more Priority to high-margin businesses like Search, YouTube & Cloud.

HOW RUTH PORAT ENGULFED TRANSPARENCY TO RESTORE INVESTOR TRUST

1.RUTH PORAT Created the Alphabet holding structure

2.She Introduced Segmented reporting for Google vs. Other Bets

3.This has Improved earnings call disclosures which is a general trend in corporate reporting, driven by regulatory changes and the widespread adoption of technology-enabled supplementary materials like slide decks.

4.This move alone radically improved market confidence and its share price started to surge.

BALANCE SHEET CONSOLIDATION BY RUTH PORAT

1.   CFO strategy resulted in the Maintenance of strong cash reserves.

2.   She Controlled debt despite aggressive growth.

3.   She ensured liquidity even during tech downturns.

RESULTS

1.RUTH PORAT strategy increased Alphabet’s market value which was more than tripled over the next few years.

2. Company’s Operating margins stabilised.

3.Share price surged, outperforming many Big Tech peers

4.Alphabet became a case study in CFO-led financial governance

WHAT ARE THE TAKEAWAY FOR THE CFO’S IN ALPHAPET-GOOGLE FINANCIAL STRATEGY

v A CFO doesn’t just “report numbers”—they shape strategy

v Transparency can be as powerful as cost-cutting

v Financial discipline safeguards innovation, it doesn’t extinguish it

v Strong CFO leadership can antithesis investor sentiment

R V SECKAR, FCS, LLB, 79047 19295

THE SUCCESS STORY OF KUMARA MANAGALAM BIRLA - ADITYA BIRLA GROUP- A CASE STUDY

THE SUCCESS STORY OF KUMARA MANAGALAM BIRLA - ADITYA BIRLA GROUP- A CASE STUDY 

 Imagine being 28. Studying in London.

And one phone call suddenly puts ₹15,000 crore empire, 100,000 lives, and a legacy on your shoulders.

Can you handle it?

Kumar Mangalam Birla did. Here's how:

𝐓𝐡𝐞 𝐜𝐚𝐥𝐥 𝐭𝐡𝐚𝐭 𝐜𝐡𝐚𝐧𝐠𝐞𝐝 𝐞𝐯𝐞𝐫𝐲𝐭𝐡𝐢𝐧𝐠:

October 1995. London Business School.

"Your father suffered a heart attack."

Aditya Vikram Birla - gone at 51.

Kumar Mangalam was just 28. The Aditya Birla Group: ₹15,000 crores revenue, India's 3rd largest business house, 100,000+ employees.

All suddenly his responsibility.

𝐓𝐡𝐞 𝐝𝐨𝐮𝐛𝐭𝐬:

"He's just a kid with an MBA."
"No real experience."
"The empire will crumble."

First board meeting? Executives 30+ years older. All watching. All doubting.

Most 28-year-olds are figuring out careers. He had to lead India's 3rd largest conglomerate.

𝐇𝐨𝐰 𝐡𝐞 𝐩𝐫𝐨𝐯𝐞𝐝 𝐭𝐡𝐞𝐦 𝐰𝐫𝐨𝐧𝐠:

Move 1: First 100 days - visited every major plant. Met 1,000+ employees personally. Didn't pretend to know everything. Learned fast.

Move 2: Closed 14 non-performing businesses. Focused on 5 core sectors: Metals, Cement, Textiles, Chemicals, Telecom.

Move 3: Went global when others feared. Acquired companies in 36 countries - Thailand, Egypt, Canada, Australia.

Move 4: Launched Idea Cellular in 1995. Critics said "Birlas don't do telecom!" It became India's 3rd largest with 200M+ subscribers.

𝐓𝐡𝐞 𝐫𝐞𝐬𝐮𝐥𝐭𝐬:

1995: ₹15,000 crores
2025: ₹5,50,000 crores ($67 billion)

35X growth in 30 years.

Today:
→ World's largest aluminum rolling company
→ India's largest cement manufacturer
→ 400+ million customers globally
→ Present in 36 countries

𝐓𝐡𝐞 𝐝𝐞𝐟𝐢𝐧𝐢𝐧𝐠 𝐦𝐨𝐦𝐞𝐧𝐭:

2008 crisis. Everyone firing employees.

His message: "Not a single job cut."

Zero layoffs. When economy recovered? Best talent stayed loyal.

He chose people over short-term profits.

𝐖𝐡𝐚𝐭 𝐲𝐨𝐮 𝐦𝐮𝐬𝐭 𝐥𝐞𝐚𝐫𝐧:

✅ Age doesn't matter when vision is clear
✅ Listen before you lead - 100 days learning paid off
✅ Focus beats diversification - cut 14 to master 5
✅ Think global early - 36 countries expansion
✅ People are real assets - zero layoffs = lifetime loyalty

𝐓𝐡𝐞 𝐫𝐞𝐚𝐥 𝐥𝐞𝐬𝐬𝐨𝐧:

Life doesn't ask if you're ready.

Kumar Mangalam wasn't "ready" at 28. Nobody is.

But he showed up. Learned fast. Decided boldly. Led with values.

₹15,000 crores → ₹5,50,000 crores. 35X in 30 years.

𝐘𝐨𝐮𝐫 𝐦𝐨𝐯𝐞:

Stop waiting for "more experience."

Someone younger is already building what you're planning.

Your toughest moment might be your defining