R𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.
COMMENTS ON INDIAN COMPANY LAW
In this column , I will discuss important company law case laws and intricacies surrounding the interpretation of Indian Company Law.
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Saturday, October 3, 2026
Thursday, October 1, 2026
NON-APPOINTMENT OF COMPANY SECRETARY -WADHWAGROUP HOLDINGS LIMITED WAS FINED RS 30 LACS BY NCLT AND AGAIN RS 15 LACS BY ROC MUMBAI FOR THE SIMILAR OFFENCE
NON-APPOINTMENT OF COMPANY SECRETARY -WADHWAGROUP HOLDINGS LIMITED WAS FINED RS 30 LACS BY NCLT AND AGAIN RS 15 LACS BY ROC MUMBAI FOR THE SIMILAR OFFENCE
ROC MUMBAI Vs WADHWAGROUP HOLDINGS LIMITED
FACTS OF THE CASE
WadhwaGroup Holdings Limited was
penalized by the Registrar of Companies, Mumbai for non-compliance relating to
the appointment of a Company Secretary.
The company was reportedly fined
₹30 lakh and subsequently ₹15 lakh for a similar offence. The case also raises
an important compliance issue concerning the availability of reduced penalty
treatment for a “small company as the company is not a small company.
CASE SEQUENCE
Prasad Ramesh Khopkar, the
company's whole-time Company Secretary, resigned effective 31.05.2020. Under Section
203(4), the resulting vacancy had to be filled by the Board within six months —
by 01.12.2020.
Company moved NCLT and NCLT levied
a compounding fee of Rs 30 lacs.
Instead, the company appointed
Tejal Anil Bhosle as the next whole-time CS only with effect from 05.02.2025, a
delay of 1,527 days.
SUO-MOTO WITH ROC AND ROC LEVIED A FINE OF RS 15 LACS
For the delay of 1,527 days , Company came forward suo-moto
under Section 454, admitting the 1,527-day delay was inadvertent and
unintentional, with no mala fide intent.
KEY COMPLIANCE POINT:
Failure to appoint a Company
Secretary when legally required can result in substantial monetary penalties
for the company and officers in default.
"Inadvertent and unintentional" carries little weight once a company has already been through compounding for the same class of default. Section 203(4)'s stipulates that company secretary vacancy is to be filled within six-month
# R V SECKAR , Your compliance
expert 79047 19295,
Wednesday, September 30, 2026
DIVYAM INFRACON AND ITS DIRECTORS WERE FINED ₹4,00,000 BY ROC FOR NON-DISCLOSURE OF THE CIN, EMAIL ID, REGISTERED OFFICE ADDRESS AND CONTACT DETAILS ON THE COMPANY'S LETTERHEAD.
DIVYAM INFRACON AND ITS DIRECTORS WERE FINED ₹4,00,000 BY ROC FOR NON-DISCLOSURE OF THE CIN, EMAIL ID, REGISTERED OFFICE ADDRESS AND CONTACT DETAILS ON THE COMPANY'S LETTERHEAD.
ROC Ahmedabad vs Divyam Infracon Private Limited
DIVYAM INFRACON AND ITS DIRECTORS WERE FINED ₹4,00,000 BY ROC FOR NON-DISCLOSURE OF THE CIN, EMAIL ID, REGISTERED OFFICE ADDRESS AND CONTACT DETAILS ON THE COMPANY'S LETTERHEAD.
Divyam Infracon and its directors fined for violation of the requirements of Section 12 of the Companies Act, 2013.
Company's filings including AOC-4, DIR-12 and ADT-1, the Company had not complied with the requirements relating to disclosure of prescribed particulars on its letterheads.
It was also observed that the email ID appearing in the Company's master data was related to the auditor of the Company.
# Your Compliance expert R V SECKAR, FCS, LLB 79047 19295,
Tuesday, September 29, 2026
LLOYDS ENTERPRISES PAID ₹ 4.16 CRORES AS PENALTY FOR A SETTLEMENT OF WITH SEBI OVER RS 144.82 CRORE ADVANCES TO PROMOTER-LINKED ENTITIES (RPT).
LLOYDS ENTERPRISES PAID ₹ 4.16 CRORES AS PENALTY FOR A SETTLEMENT OF WITH SEBI OVER RS 144.82 CRORE ADVANCES TO PROMOTER-LINKED ENTITIES (RPT).
RELATED PARTY TRANSACTION OF TRANSFER OF FUNDS WITHOUT INTEREST AND WITHOUT AN AGREEMENT
COMPANY, MANAGING DIRECTOR AND CFO PUNISHED FOR NON-DISCLOSURE OF RPTs.
SEBI VS LLOYDS ENTERPRISES
FACTS OF THE CASE
According to the regulator, its investigation found that between FY17 and FY21, Lloyds Enterprises did not recognize expected credit losses on Rs 144.82 crore of advances outstanding from Cheerful Trade & Realty Developers Pvt Ltd (CTRDPL) and Triumph Trade & Properties Developers Pvt Ltd (TTPDPL), as required under applicable accounting standards.
RELATED PARTY TRANSACTION OF TRANSFER OF FUNDS WITHOUT INTEREST AND WITHOUT AN AGREEMENT
The regulator also alleged that Lloyds Enterprises had transferred the Rs 144.82 crore to CTRDPL and TTPDPL in FY07 for the benefit of promoters and their related entities. The funds were lent at nil interest and without an agreement, according to the order.
NON DISCLOSURE
OF RELATED PARTY TRANSACTION TO SEBI
SEBI further found that CTRDPL and TTPDPL were related parties of Lloyds Enterprises under the Listing Obligations and Disclosure Requirements (LODR) Regulations.
However, the company did not disclose the two entities as related parties in its annual reports from FY17 to FY23, according to the regulator.
LLOYDS ENTERPRISES PAID ₹ 4.16 CRORES AS PENALTY
Under the settlement order, Lloyds Enterprises paid Rs 1.28 crore, while its then managing director Rajesh Rajnarayan Gupta and CFO Viresh Shankar Sohoni each paid Rs 1.44 crore.
# Your
Compliance expert R V SECKAR, FCS, LLB 79047 19295,
Monday, September 28, 2026
APPOINTMENT OF AUDITOR FOR ONE YEAR INSTEAD OF FIVE YEARS IS A VIOLATION UNDER SECTION 139(1), COMPANIES ACT, 2013
APPOINTMENT OF AUDITOR FOR ONE YEAR INSTEAD OF FIVE YEARS IS A VIOLATION UNDER SECTION 139(1), COMPANIES ACT, 2013
AUDITOR APPOINTED FOR 1 YEAR ONLY INSTEAD OF FIVE YEARS
RD BENGALURU LEVIED A PENALTY OF ₹15 LAKHS ON COMPANY & DIRECTORS
RD SOUTH VS SHREE RENUKA SUGARS LIMITED
RENUKA Sugars Appointed its statutory auditor for only one year in FY 2014–15 and FY 2015–16.
Section 139(1), Companies Act, 2013: Requires appointment of statutory auditors for a term of five years (subject to ratification until 2017 amendment removed ratification).
Reappointment for only one year is treated as non-compliance
Listed companies must promptly disclose compounding orders under SEBI LODR Regulation 30 to avoid secondary penalties.
# Your Compliance expert R V
SECKAR, FCS, LLB 79047 19295,
SEBI SETTLES DISCLOSURE AND GOVERANANCE VIOLATION PROCEEDINGS AGAINST 5 ADANI GROUP ENTITIES FOR OVER RS 1.5 CRORES
SEBI SETTLES DISCLOSURE AND GOVERANANCE VIOLATION PROCEEDINGS AGAINST 5 ADANI GROUP ENTITIES FOR OVER RS 1.5 CRORES
FACTS
SEBI has settled adjudication proceedings against five Adani Group companies—Adani Enterprises, Adani Green Energy, Adani Total Gas, AWL Agri Business, and Adani Energy Solutions—for a combined settlement amount of about ₹1.51 crore.
The cases involved alleged lapses in disclosure of related-party transactions and audit/governance violations flagged in the Hindenburg Report
SETTLEMENT TERMS
· The companies proposed settlement without admitting or denying guilt.
· With receipt of settlement amounts, SEBI disposed of the proceedings under Section 15JB of the SEBI Act and Settlement Regulations
KEY TAKEAWAYS FOR LISTED COMPANIES
· Ensure full disclosure of RPTs in annual reports.
· Verify peer review status of audit firms before engagement.
· Strengthen internal compliance monitoring to avoid lapses.
· Be prepared for SEBI scrutiny even on older transactions if flagged by external reports or whistleblowers.
KEY TAKEAWAY
This case is a classic example of SEBI using settlement mechanisms to close long-pending proceedings while reinforcing disclosure standards
# Your Compliance expert R V SECKAR, FCS, LLB 79047 19295,
Sunday, September 27, 2026
“SEBI ORDERS ₹44.87 CR REFUND IN TRAFIKSOL IPO CASE – ₹1.05 CR PENALTY & 1-YEAR MARKET BAN IMPOSED”
“SEBI ORDERS ₹44.87 CR REFUND IN TRAFIKSOL IPO CASE – ₹1.05 CR PENALTY & 1-YEAR MARKET BAN IMPOSED”
TRAFIKSOL’S ₹44.87 CRORE SME IPO WAS SUBSCRIBED 345.65 TIMES IN SEPTEMBER 2024.
SEBI VS TRAFIKSOL ITS TECHNOLOGIES
KEY RED FLAG?
₹17.70 crore of the IPO proceeds—almost 40% of the issue size—was proposed to be used for purchasing software from a vendor.
Concerns over the vendor and the proposed utilisation of funds triggered regulatory scrutiny. The listing was deferred and the IPO was subsequently unwound.
OTHER RED FLAGS FOUND BY SEBI’S INVESTIGATION:
· Misleading objects of the issue
· Misstatements in financial statements
· Concealment of material information
CANCELLATION OF ALLLOTMENT
In December 2024, SEBI directed refund of subscription money to successful investors, with interest, and cancellation of the allotted shares.
MARKET BAN
On August 28, 2026, SEBI barred Trafiksol ITS Technologies Ltd. and promoter-directors Jitendra Narayan Das and Poonam Das from accessing the securities market for one year.
KEY TAKEAWAY
Under SEBI's updated regulations, proceeds from an SME IPO face strict end-use limitations to protect investors from fund diversion and misuse
Almost 40% of the issue size—was proposed to be used for purchasing software from a vendor- This raised as a red flag from a whistle blower.
IPO funds cannot be used to
debt repayment of the promotor.
# Your Compliance expert R V
SECKAR, FCS, LLB 79047 19295,






