BON FRESH FOODS WAS PENALIZED BY ROC CHENNAI FOR ISSUANCE OF SECURITIES WITHOUT SPECIAL RESOLUTION AND NON-FILING OF MGT-14

 BON FRESH FOODS WAS PENALIZED BY ROC CHENNAI FOR ISSUANCE OF SECURITIES WITHOUT SPECIAL RESOLUTION AND NON-FILING OF MGT-14

ROC, Chennai in the above case has addressed a specific compliance failure regarding the issuance of securities.

WHAT IS THE VIOLATION?

The company was found to have accepted debenture application monies from an investor before fulfilling the statutory requirements mandated by the Companies Act, 2013. Specifically:

SECTION 179(3)(c):

This section mandates that the power to issue securities, including debentures, must be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.

SECTION 117(3)(g):

This requires certain resolutions, including those passed under Section 179(3), to be filed with the ROC in Form MGT-14 within 30 days.

THE LAPSE:

By obtaining the application money before passing the necessary special resolution and filing the required E-form MGT-14, the company bypassed the "prior approval" and "transparency" mechanisms intended to protect stakeholders.

The company was also found to be failing to obtain valuation reports for share allotments.

PENALTIES AND ADJUDICATION

The ROC Chennai, acting as the Adjudicating Officer, typically imposes penalties under Section 450 (the general penalty provision) when no specific penalty is provided for a particular contravention, or under Section 117(2) for the failure to file resolutions.

BON FRESH FOODS PRIVATE LIMITED IS A START-UP COMPANY

·    The ROC took note that the company is a DPIIT-recognized startup.

·    Lesser Penalty (Section 446B): Because of its startup status, the company benefited from Section 446B, which limits the penalty to half of the amount normally prescribed, subject to a maximum cap (usually ₹2,00,000 for the company and ₹50,000 for officers).

LESSOR PENALTY

ROC, Chennai levied a lessor penalty due to the following reasons:

·    The ROC took note that the company is a DPIIT-recognized startup.

·    Lesser Penalty (Section 446B): Because of its startup status, the company benefited from Section 446B, which limits the penalty to half of the amount normally prescribed, subject to a maximum cap (usually ₹2,00,000 for the company and ₹50,000 for officers).

·    Further the company is running at loss.

Hence , ROC Chennai levied Rs 5000 penalty on company and Rs 5000 each on the two directors of the company.

LESSONS LEARNED :

1.           In case of further issue of securities, the company should pass a special resolution and to file MGT-14 before receiving the money from the applicant.

Section 446B – Lesser penalties for certain companies

2.           In case of start-up companies One Person Companies (OPCs), Small Companies, and Producer Companies are liable to not more than 50% of the penalty prescribed for such non-compliance., they can request to reduce the penalty up to 50%  or lessor penalty as prescribed in the CA 2013.

3.           Since , it is loss making start-up company, it is entitled to lessor penalty.

R V SECKAR, FCS, LLB ,79047 19295

SHE-BOX REGISTRATION UNDER POSH ACT

 SHE-BOX REGISTRATION UNDER POSH ACT

MANDATORY FOR ORGANISATIONS WITH 10+ EMPLOYEES

WHO NEEDS TO REGISTER COMPULSORILY?

    Organizations with 10+ Employees

    LLPs, Private Companies, Public limited companies, Listed companies, partner ships, trusts, NGOs, Societies and public sector bodies 

    Internal Committees (IC) under the POSH Act,2013.

HOW TO REGISTER YOUR IC ON SHE-BOX?

Visit the Official She-Box portal (Shebox.nic.in)

Register your organization’s details

Provide IC Profiles- Presiding Officer, members,  external member

Verify and upload relevant documents

NON REGISTRATION CAN RESULT IN

    Penalties for non-compliance

    Credibility Concerns during audit/enquiries

    Legal and reputational risks.

 Non-constitution of IC may lead to cancellation of industrial licence

R V SECKAR, FCS, LLB 79047 19295

SEBI ALLEGES INSIDER TRADING BY EY & PWC EXECUTIVES

 SEBI ALLEGES INSIDER TRADING BY EY & PWC EXECUTIVES

India’s market regulator, SEBI, has issued show-cause notices accusing current and former executives at consulting firms EY and PwC, along with personnel linked to private equity firms Carlyle Group and Advent International, of violating insider trading rules tied to a 2022 Yes Bank share sale. 

The notice says unpublished price-sensitive information about the deal—which involved Carlyle and Advent buying a 10% stake in Yes Bank for about $1.1 billion—was shared and used to make illegal gains in the market. Yes Bank shares jumped ~6% after the public announcement in July 2022. 

A total of 19 individuals are accused; some traded on confidential information and others shared it. SEBI also pointed to weak compliance practices at EY and PwC regarding restricted trading lists and internal controls. 

MCA TIGHTENS REGISTERED OFFICE COMPLIANCES WITH EFFECT FROM 1st FEBRUARY 2026

 MCA TIGHTENS REGISTERED OFFICE COMPLIANCES WITH EFFECT FROM 1^st  FEBRUARY 2026

WHAT HAS CHANGED ?

The Ministry of Corporate Affairs (MCA) has strengthened enforcement around Section 12 of the Companies Act, 2013, focusing on the authenticity, accessibility, and verifiability of a company’s registered office.

SUBSTANCE BASED VERIFICATION

The emphasis has shifted from form-based disclosure to substance-based verification.

KEY REGULATORY THRUSTS INCLUDE:

·    Stricter scrutiny of registered office addresses,

·    Enhanced verification mechanisms (digital and physical),

·    Faster escalation for non-compliance.

TIGHTENED "ACTIVE" OFFICE COMPLIANCE

The MCA has revamped Form INC-22A (ACTIVE). This is the primary tool used to verify that a company is not a "shell" and actually operates from its declared address.

HOW MCA VERIFIES REGISTERED OFFICE

·    The Registered Office is no longer a mere statutory address-it’s now 𝐚 𝐝𝐢𝐠𝐢𝐭𝐚𝐥𝐥𝐲 𝐯𝐞𝐫𝐢𝐟𝐢𝐞𝐝 𝐜𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐢𝐝𝐞𝐧𝐭𝐢𝐭𝐲.

·    MCA will cross-verify Registered Office details with utility records, municipal databases and DigiLocker documents.

REGULATORY GOAL

The tightening aims to:

·    To curb shell and paper companies,

·    To ensure traceability and jurisdictional accountability,

·    To improve coordination with tax, banking, and enforcement agencies.

·    Registered office is being treated as a compliance anchor, not a procedural one.

RISK OF NON-ADHERENCE:

Mismatch in records may lead to

·    Freezing of MCA filings,

·    De-registration of address and

·    Heightened scrutiny.

·    Initiation of strike-off proceedings,

·    Adverse ROC remarks and inspections,

·    Director-level consequences in persistent defaults.

WHICH COMPANY IS MOST AFFECTED?

Higher scrutiny is expected for:

·    Companies with frequent address changes,

·    Start-ups using residential or co-working addresses,

·    Inactive, dormant, or low-filing entities,

·    Foreign subsidiaries with thin on-ground presence.

·    Virtual offices, outdated lease deeds, old or inconsistent utility bills.

PENALTIES FOR NON-COMPLIANCE

VIOLATION	PENALTY
Failure to file INC-22A	₹10,000 to ₹50,000 + potential "Inactive" status
Incorrect Office Address	Up to ₹1,000 per day (Max ₹1 Lakh)
Non-disclosure on Letterheads	₹1,000 per day on the company and defaulting officers

 

KEY TAKEAWAYS

From 1 February 2026, the registered office is no longer a static disclosure but a live compliance test.

Companies treating it as a clerical requirement face elevated regulatory and governance risk.

Foreign subsidiaries with thin on-ground presence.

R V SECKAR, FCS, LLB ,79047 19295

HOW TO FIND RISK FACTORS AND OUTSTANDING LITIGATIONS BY READING THE DRHP (DRAFT RED HERRING PROSPECTUS) FILED WITH SEBI IN AN IPO?

 

HOW TO FIND RISK FACTORS AND OUTSTANDING LITIGATIONS BY READING  THE DRHP (DRAFT RED HERRING PROSPECTUS) FILED WITH SEBI IN AN IPO?

WHAT IS DRHP (DRAFT RED HERRING PROSPECTUS)?

DRHP MEANING:

A Draft Red Herring Prospectus (DRHP) is the initial document filed with SEBI by companies planning an Initial Public Offering (IPO) to raise capital.

CONTENTS:

It includes details on company financials, promoters, and business operations, but typically excludes the exact price band and number of shares.

PROCESS:

After SEBI reviews the DRHP, the company files a Red Herring Prospectus (RHP) with the Registrar of Companies (ROC) before the final, full prospectus.

HOW TO FIND THESE DISCLOSURES?

·    If you are looking at a specific IPO, search the PDF of the DRHP for these keywords:

·    "Internal Risk Factors" (usually the first 20–50 pages).

·    "Outstanding Litigation" (near the end of the document).

·    "Objects of the Issue" (to see if the money is actually staying in the company).

RED FLAGS IN DRHP

DISCLOSURE AREA	WHAT TO LOOK FOR
PROMOTERS	Criminal cases, PMLA investigations, or SEBI debarment.
Financials	Sustained losses, negative cash flow, or auditor "Qualifications."
Use of Funds	Paying off old debt or buying assets from "unknown" vendors
Litigation	Tax , criminal cases or contingent liabilities that demands that exceed the total IPO size

STARTLING RISK FACTORS

Companies often list "boilerplate" risks, but some are specific and "horrible":

CUSTOMER CONCENTRATION:

Disclosing that 80–90% of revenue comes from just one client. If that client leaves, the company collapses.

RELATED PARTY TRANSACTIONS:

Disclosing that the company rents its offices from the promoter’s wife or buys raw materials from the promoter’s own side-business at non-market rates.

CRIMINAL PROCEEDINGS & PROMOTER LITIGATION

WEWORK INDIA (2025/2026)

In this case, petitioners challenged the DRHP for allegedly downplaying serious criminal charges under the PMLA and IPC (Sections 409 and 477A) against promoters.

BANNING FROM MARKETS:

If any promoter or group company was previously banned by SEBI from the capital markets (e.g., the historic DLF case where subsidiary transactions were concealed.

TRAFIKSOL ITS TECHNOLOGIES (2025)

SHAM VENDORS:

In the case of Trafiksol ITS Technologies (2025), SEBI found the company intended to use IPO proceeds to buy software from a third-party vendor that turned out to be a shell entity with no technical expertise.

BRIDGE LOAN SECRETS:

Some companies fail to disclose that they took high-interest "bridge loans" just weeks before the IPO, intended to be paid off immediately with investor money.

FINANCIAL RED FLAGS & "GOING CONCERN" RISKS

NEGATIVE NET WORTH:

Disclosure that the company has lost more money than its total capital.

NEGATIVE CASH FLOWS:

Admitting that the business "burns" cash and has never actually made a profit from operations (common in tech startups like Paytm or Zomato at the time of their IPOs).

AUDITOR QUALIFICATIONS:

If an auditor adds a "Going Concern" note, it means they doubt the company will survive the next 12 months without the IPO funds.

RED FLAGS IN CURRENT 2026 DRHP FILINGS WITH SEBI

COMPANY	RISK FACTORS
Shadowfax Technologies	High "Offer for Sale" (OFS) component vs. Fresh Issue; high operational burn.
KRM Ayurveda	Look for regulatory approvals for Ayurveda formulations and any pending consumer court cases.
Rodec Pharma	Look for pending USFDA observations or drug quality litigation (common in the pharma sector).

KEY TAKEOVERS

It requires a deep dive into the specific sections of their DRHP before investing your hard earned money  in IPOs.

LITIGATION INVOLVING THE PROMOTERS:

This is where you find criminal cases, tax evasion charges, or money laundering (PMLA) investigations against the founders.

LITIGATION INVOLVING THE COMPANY:

Look for "Environmental violations," "Intellectual Property (IP) disputes," or "Material Tax demands" that could exceed the company's net worth.

REGULATORY ACTIONS:

 Any past penalties imposed by SEBI, RBI, or the Enforcement Directorate (ED) on the company has to searched for.

 

R V SECKAR, FCS, LLB ,79047 19295

WHETHER RANSOM PAID TO A CRIMINAL GANG TO RESCUE A KIDNAPPED DIRECTOR BE ALLOWED AS BUSINESS EXPENDITURE?

 WHETHER RANSOM PAID TO A  CRIMINAL GANG TO RESCUE A KIDNAPPED DIRECTOR BE ALLOWED AS BUSINESS EXPENDITURE?

Madhya Pradesh HC held ransom paid to save a director’s life be allowed as business expenditure.

CIT vs Khemchand Motilal Jain, Tobacco Products (P) Ltd.

FACTS OF THE CASE

The assessee-company was engaged in manufacturing and sale of bidis. ‘A’ was a whole-time director of the assessee-company and was looking after the purchase, sales and manufacturing of bidis. During his business tour to Sagar for purchase of tendu leaves, ‘A’ was kidnapped by a dacoit for ransom.

The assessee lodged complaint with the police and awaited the action of the police, but the police was unsuccessful to recover ‘A’ from the clutches of dacoit.

Ultimately after 20 days, the assessee paid Rs 50 lacs by way of ransom for release of ‘A’ and got him released. The assessee claimed deduction of that amount as business expenditure.

The Assessing Officer disallowed the claim of the assessee on the ground that the ransom money paid to the kidnappers was not an expenditure incidental to business.

However, the CIT(A) and the Tribunal allowed the assessee’s claim for deduction.

APPEAL

On appeal by the Revenue, the Revenue contended that the amount of ransom could not have been claimed by way of expenditure as the Explanation to s.s(1) of section 37 prohibits such expenditure.

YES BY MADHYA PRADESH HIGH COURT

However, the Madhya Pradesh High Court upheld the decision of the Tribunal.

HIGH COURT OBSERVED THE FOLLOWING

COMMERCIAL EXPEDIENCY

The director was on a business tour for the purpose of purchasing raw materials. Paying for his safety was seen as necessary to preserve the "business asset" (the director's expertise and life) and ensure the continuity of business operations.

SECTION 37 OF THE INDIAN INCOME TAX ACT

Section 37 of the Indian Income Tax Act allows deductions for legitimate business expenses but prohibits deductions for expenses that are personal, capital in nature, or incurred for illegal purposes, fines, bribes, protection money.

NOT AN OFFENCE

While kidnapping is a crime under the Indian Penal Code (Section 364A), the High Court observed that paying ransom to save a life is not prohibited by any law, nor is it defined as an offence.

LAST RESORT:

In the Khemchand case, the Court noted that the company first approached the police and only paid the ransom after official efforts failed.

KEY TAKEAWAY

The court's logic was that "wholly and exclusively for the purpose of business" includes expenses incurred out of commercial expediency. If a director is kidnapped while performing business duties, the company's decision to pay for their release is a business decision to protect its human capital.

R V SECKAR , FCS, LLB 79047 19295

HOW NEW LABOUR CODE 2025 IMPACTS ON LISTED COMPANY FINANCIALS?

 HOW NEW LABOUR CODE 2025 IMPACTS ON LISTED COMPANY FINANCIALS?

WAGE DEFINITION CHANGES

·    A minimum of 50% of CTC must be classified as basic salary and dearness allowance, compared to lower previous thresholds.

STATUTORY BENEFITS EXPANSION

·    Provident Fund (PF), gratuity, leave encashment, and other employee benefits now calculated on the expanded wage base.

·    Increased coverage, including fixed-term and gig workers in social security frameworks. (benefits / compliance.

LEAVE & EMPLOYMENT NORMS

Changes to leave eligibility (e.g., decreased threshold for paid leave).

HOW IT IMPACTS ON FINANCIALS OF INDIAN COMPANIES

·    Many listed companies reported significant one-off expenses for compliance with statutory benefit changes under the new codes.

·    Profit margins in certain sectors have been materially affected in the first implemented quarter.

·    Increases in recurring cost is anticipated due to broader wage definitions and social security coverage.

ONE-TIME EXCEPTIONAL CHARGES

Many publicly listed companies—especially in the IT and engineering sectors—have taken one-off provisions in Q3FY26 financials to account for revised gratuity and leave encashment liabilities:

HOW TCS,INFOSYS,HCLTECH,WIPRO AND TECH MAHINDRA FINANCIALS IMPACTED?

·    TCS reported the largest charge; Infosys, HCLTech, Wipro, and Tech Mahindra also recognized substantial provisions totalling nearly ₹5,000 crore.

·    Tata Technologies’ profit plunged 96% in Q3 due almost entirely to labour code related provisions.

·    Tata Elxsi saw 45% profit drop with an exceptional charge tied to the codes.

·    Similar impacts were reported by Wipro and L&T Technology in their quarterly releases.

FINANCIAL STATEMENT IMPACTS

 

PROFIT & LOSS:

·    Sharp falls in net profit due to exceptional and current period charges.

BALANCE SHEET:

·    Increased provisions for employee benefit liabilities (gratuity, leave encashment).

MARGINS:

·    Reported margin compression due to sudden cost recognition.

HIGHER STATUTORY CONTRIBUTIONS RESULTED IN LESSOR MARGINS

FACTORS	IMPACT
Higher Provident Fund (PF) Contribution	This may lead to a reduced take-home salary for employees unless the CTC is increased
Gratuity	Higher eligibility for fixed-term employees reduced from five years to one year of service.
Leave encashment and bonus calculations.	Higher contribution leads to higher employee costs
Operational Shifts:	Annual health check-ups, crèche facilities), social security contributions for gig and platform workers, and a "Worker Re-Skilling Fund" contribution for laid-off staff.
Long-Term Benefits:	In the long run, the codes are expected to improve compliance, formalize the workforce, and offer greater operational flexibility (e.g., raising the threshold for government approval for layoffs to 300 workers).

 

SECTOR-SPECIFIC FINANCIAL IMPACTS

IT AND TECHNOLOGY SECTOR

·    IT firms reported significant upfront costs that materially reduced quarterly profits and operating margins (by 260–320 bps in Q3).

·    Analysts warn the impact may not be fully one-off and could sustain cost pressures in FY27 and beyond.

FINANCIAL IMPACT OF NEW LABOUR CODE 2025 ON INDIAN COMPANIES
₹ in Crore
Company	Q3 2025
TCS	2,128
Infosys	1,289
HDFC	1,037

BANKING AND FINANCIAL SERVICES

·    Private banks and insurance companies have reported incremental employee cost hits in Q3FY26 filings:

·    HDFC Bank: ₹800 crore.

·    ICICI Bank: ₹145 crore.

·    HDFC Life / ICICI Prudential / ICICI Lombard also disclosed incremental impacts.

CASE STUDY – ANALYSIS OF TATA CONSULTANCY SERVICES LIMITED FINANCIALS WITH Q3 -2025 & Q3-2024

	Q3 -2025--₹ in Crores	Q3-2024--₹ in Crores
Statutory impact of new Labour Codes 2025	₹2128	0
Provision regarding Legal claim	₹ 1010	0
Profit before tax	₹12912	₹ 15509
Current Tax	₹2903	₹3638

 

·    There is a decline in profit before tax of ₹2597 Crores in Q3 -2025 as increased overheads due to new Labour Codes 2025 is ₹3138.

·    However , TCS saved tax in Q3 -2025  ₹ 735 crores as compared to Q3 -2024 taxes as increased overheads due to new Labour Code 2025 has lessened its tax burden.

KEY TAKEAWAY

·    Increased labour costs due to Labour Code 2025   distorts YoY margin comparisons

·    It compresses Q3/Q4 profitability optics

·    It disproportionately hurts services, IT, BFSI, manpower-heavy models

·    It is not operational underperformance

·    Higher operating expenses, lower margins

·    Profit volatility and margin compression could weigh on earnings forecasts and investor sentiment, especially in sectors with large headcounts.

·    India's five largest IT companies alone reported a combined upfront cost of approximately ₹4,645 crore ($500 million), which reduced their profitability in the quarter 3-2025.

·    HDFC Bank reported an incremental impact of ₹800 crores on its operating expenses.

R V SECKAR, FCS, LLB 79047 19295