WHY COMPANIES ARE LEVIED HUGE FINES FOR NOT OPENING OF SEPARATE BANK ACCOUNT IN CASE OF PRIVATE PLACEMENT OR PREFERENTIAL ALLOTMENT?

 WHY COMPANIES ARE LEVIED HUGE FINES FOR NOT OPENING OF SEPARATE BANK ACCOUNT IN CASE OF PRIVATE PLACEMENT OR PREFERENTIAL ALLOTMENT?

JAY AMBE SUPERMARKETS LTD WAS FINED BY ROC AHAMADABAD Rs 10 CRORES FOR NOT OPENING SEPARATE BANK ACCOUNT AND FOR NOT FILING PAS-3

•             Section 42(6): application money must be kept in a separate bank account in a scheduled bank and used only for permitted purposes.

•             Subscription money belongs to the proposed investors until the statutory conditions for allotment are satisfied.

•             Therefore, the company should not be able to treat the money as its ordinary working capital.

•             PAS-3 establishes the statutory record of the allotment.

ROC CASES — FAILURE TO MAINTAIN SEPARATE BANK ACCOUNT

# R V SECKAR , Your compliance expert 79047 19295,

RO𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

 R𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

𝗥𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

𝗥𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 𝗶𝗺𝗽𝗼𝘀𝗲𝘀 𝗮 𝗽𝗲𝗻𝗮𝗹𝘁𝘆 𝗼𝗳 𝗥𝘀. 𝟭𝟬 𝗖𝗿𝗼𝗿𝗲𝘀 𝗼𝗻 𝗝𝗮𝘆 𝗔𝗺𝗯𝗲 𝗦𝘂𝗽𝗿𝗲𝗺𝗮𝗿𝗸𝗲𝘁𝘀 𝗟𝗶𝗺𝗶𝘁𝗲𝗱 ( (𝗥𝘀. 𝟮 𝗰𝗿𝗼𝗿𝗲𝘀 𝗲𝗮𝗰𝗵 𝗼𝗻 𝘁𝗵𝗲 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 𝗮𝗻𝗱 𝟰 𝗗𝗶𝗿𝗲𝗰𝘁𝗼𝗿𝘀.)   𝗳𝗼𝗿 𝗳𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗱𝗲𝗽𝗼𝘀𝗶𝘁 𝘀𝗵𝗮𝗿𝗲 𝗮𝗽𝗽𝗹𝗶𝗰𝗮𝘁𝗶𝗼𝗻 𝗺𝗼𝗻𝗲𝘆 𝗿𝗲𝗰𝗲𝗶𝘃𝗲𝗱 𝗼𝗻 𝗽𝗿𝗲𝗳𝗲𝗿𝗲𝗻𝘁𝗶𝗮𝗹 𝗮𝗹𝗹𝗼𝘁𝗺𝗲𝗻𝘁 𝗶𝗻 𝗮 𝘀𝗲𝗽𝗮𝗿𝗮𝘁𝗲 𝗯𝗮𝗻𝗸 𝗮𝗰𝗰𝗼𝘂𝗻𝘁 𝗮𝗻𝗱 𝗳𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗳𝗶𝗹𝗲 𝗲-𝗳𝗼𝗿𝗺 𝗣𝗔𝗦-𝟯 𝘄𝗶𝘁𝗵𝗶𝗻 𝘁𝗵𝗲 𝘀𝘁𝗶𝗽𝘂𝗹𝗮𝘁𝗲𝗱 𝘁𝗶𝗺𝗲, 𝗶𝗻 𝘃𝗶𝗼𝗹𝗮𝘁𝗶𝗼𝗻 𝗼𝗳 𝗦𝗲𝗰. 𝟰𝟮(𝟲) 𝗿.𝘄.𝘀. 𝟰𝟮(𝟴) 𝗼𝗳 𝘁𝗵𝗲 𝗖𝗼𝗺𝗽𝗮𝗻𝗶𝗲𝘀 𝗔𝗰𝘁, 𝟮𝟬𝟭𝟯.

Parking application money in the operating account defeats the purpose of ring fencing it until allotment.

Use a pre-allotment checklist signed off by the Company Secretary or a practicing professional

# R V SECKAR , Your compliance expert 79047 19295,

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,

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,

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,

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,