VIJAYPAT SINGHANIA FOUNDER OF RAYMOND LTD SAYS HIS SON GAUTAM HAS REDUCED HIM TO HAND-TO-MOUTH LIFE

 VIJAYPAT SINGHANIA  FOUNDER OF RAYMOND LTD SAYS HIS SON GAUTAM HAS REDUCED HIM TO HAND-TO-MOUTH LIFE

Dr Vijaypat Singhania, who built Raymond Ltd into one of the largest apparel brands in the country

Ex-tycoon’s lawyer alleges his client’s simple perks such as a car and a driver have been withdrawn and payment of rent to an alternate accommodation withheld.

·       Dr. Vijaypat Singhania is locked in a legal battle with Raymond, a firm he helped build.

·       He alleges that his son, Gautam Singhania, has forced him to live a hand-to-mouth existence.

·       The retired tycoon claims he is struggling financially

·       He gave away a substantial portion of his wealth and ownership in the company to his son.

·       Subsequently, he alleged that he was not provided adequate financial support.

·       He has stated that he now lives in a rented apartment in Mumbai.

·       He has also been involved in legal disputes with his son over property and maintenance.

This case study reinforces

·       Family business succession planning

·       Estate transfer without safeguards

YOUR COMPLIANCE PARTNER – R V SECKAR FCS, LLB 79047 19295

NO SINGLE WOMAN DIRECTOR IN 179 GOVERNMENT-OWNED COMPANIES, PUBLIC SECTOR ENTERPRISES- COMPANY LAW VIOLATION BY PUBLIC SECTOR COMPANIES

 NO SINGLE WOMAN DIRECTOR IN 179 GOVERNMENT-OWNED COMPANIES, PUBLIC SECTOR ENTERPRISES- COMPANY LAW VIOLATION BY PUBLIC SECTOR COMPANIES

NO SINGLE WOMAN DIRECTOR ON THEIR BOARDS IN 179 STATE-OWNED COMPANIES

A significant number of government companies are failing to meet legal requirements. As many as 179 state-owned companies including Public Sector Enterprises, do not have a single woman director on their boards.

This non-compliance affects companies that are required to have at least one woman director under the Companies Act.

REQUIREMENT UNDER THE COMPANIES ACT ,2013

Under Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, certain classes of companies are mandatorily required to appoint at least one woman director, including:

• ·      Listed companies
• ·Public companies meeting prescribed capital/turnover thresholds

·      Additionally, for listed PSUs, the requirement is reinforced under SEBI (LODR) Regulations, 2015, which mandates:

At least one woman director, and

For top entities, at least one independent woman director

Every listed company and every other public company having paid-up share capital of Rs 100 crore or more or having a turnover of Rs 300 crore or more is required to appoint at least one woman director on its board.

GOVERNANCE IMPLICATIONS

Failure to appoint a woman director is not merely a technical lapse—it reflects:

·      Weak board diversity practices

·      Non-alignment with ESG norms (especially “Social” and “Governance” pillars)

·      Regulatory non-compliance risk, including penalties

GENDER DIVERSITY IN BOARDROOMS

It also contradicts the policy intent of improving gender diversity in boardrooms, especially in public sector undertakings that are expected to set governance benchmarks

WHY REGISTRAR OF COMPANIES ARE RELUCTANT TO INITIATE ACTION AGAINST 179 PUBLIC SECTOR ENTERPRISES?

The jurisdictional Registrar of Companies (ROC) under the Ministry of Corporate Affairs can:

·      Initiate adjudication proceedings

·      Impose penalties on the company and officers in default

In listed PSUs, Securities and Exchange Board of India may:

• ·      Levy fines
• ·      Freeze promoter shareholding (in extreme cases of prolonged non-compliance)

WHY 74 WOMEN MPs IN THE PARLIAMENT HAVE NOT RAISED THEIR VOICES FOR NON-APPOINTMENT OF WOMEN DIRECTORS ?

As of June 2024, there are 74 women MPs elected to the 18th Lok Sabha, accounting for approximately 13.6% of the total 543 seats.

It is shocking to note that even a single women MP has raised their voices in the Parliament for these violations.

WHY THIS HAPPENS IN PSUS?

This issue is particularly prevalent in government-owned entities due to:

·      Delays in appointments by administrative ministries

·      Vacancies pending ACC (Appointments Committee of the Cabinet) approvals

·      Over-reliance on government nomination processes rather than independent search mechanisms

STRATEGIC TAKEAWAY

For compliance officers and board advisors:

·      Ensure continuous board composition monitoring

·      Maintain a pipeline of eligible woman candidates

·      Trigger early escalation to administrative ministries in case of PSU vacancies

·      Document compliance efforts to mitigate liability exposure.

#YOUR COMPLIANCE PARTNER – R V - SECKAR , FCS, LLB 79047 19295,

COMPANY CANNOT CLAIM EXCUSE FOR NON FUNCTIONING OF MCA SITE FOR FILING FORM PAS-3 AND FORM SH-7

 COMPANY CANNOT CLAIM EXCUSE FOR NON FUNCTIONING OF MCA SITE FOR FILING FORM PAS-3 AND FORM SH-7

ROC –CHENNAI VS JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED

FORM PAS-3 AND FORM SH-7

The ROC (Registrar of Companies), Chennai, ruled that Jayapriya Grama Valarchi Nidhi Limited cannot claim the non-functioning of the MCA portal as an excuse for failing to file Form PAS-3 and Form SH-7.

TECHNICAL GLITCHES

The company and its Managing Director were penalized heavily, reinforcing that statutory compliance deadlines must be met regardless of technical glitches. 

PENALTIES IMPOSED

FORM	VIOLATION	PENALTY ON COMPANY	PENALTY ON MANAGING DIRECTOR
PAS-3	Non-filing after increase in paid-up capital	₹1,00,000	₹1,00,000
SH-7	Non-filing after increase in authorized share capital	₹2,57,000	₹1,00,000

KEY LEGAL TAKEAWAYS

SECTION 454, COMPANIES ACT, 2013	Adjudicating authority can impose penalties for non-compliance.
SECTION 64(1), COMPANIES ACT, 2013	Requires filing SH-7 for changes in authorized share capital.
NO EXCUSE PRINCIPLE	Technical glitches or portal downtime do not absolve companies of responsibility.

 

ACTIONABLE GUIDANCE FOR COMPANIES

•     File Early: Avoid last-minute filings to reduce risk of portal downtime

·      Seek Professional Help: Engage company secretaries or compliance experts for timely filings.

APPEAL

Appeal against this order may be filed in writing with the Regional Director, RD Chennai within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal.

#YOUR COMPLIANCE PARTNER – R V - SECKAR , FCS, LLB 79047 19295

MANDATORY ROTATION OF DIRECTORS- NON-COMPLIANCE WITH SECTION 152(6)- ROC PENALISED FUSION FINANCE LTD RS 4 LACS

 MANDATORY ROTATION OF DIRECTORS- NON-COMPLIANCE WITH SECTION 152(6)- ROC PENALISED FUSION FINANCE LTD RS 4 LACS

ROC , NEW DELHI VS FUSION FINANCE LIMITED

SECTION 152(6) OF THE COMPANIES ACT, 2013 MANDATES:

·      At least 2/3rd of total directors of a public company shall be liable to retire by rotation

·      Such rotational directors must be non-independent directors

·      Ensures periodic shareholder control over board composition

VIOLATION DETAILS

PERIOD OF DEFAULT	20 July 2021 – 08 July 2023
REQUIREMENT	Minimum 3 non-independent directors liable to retire by rotation
ACTUAL	Only 1 rotational director was designated
RESULT	Non-compliance with Section 152(6) for 2 years

PENALTY IMPOSED

Person	Penalty
Company	₹3,00,000
Total	₹4,00,000

KEY OBSERVATIONS BY ROC

STRICT LIABILITY NATURE	Non-maintenance of board composition = direct violation
INDEPENDENT DIRECTORS	NOT held liable Only those in charge of compliance treated as “officer in default”
NATURE OF PENALTY	Continuous default aggravates penalty exposure
OFFICER IN DEFAULT LIABILITY	·      Managing Director held personally liable ·      Reinforces Section 2(60) accountability

KEY TAKEAWAYS

This case reinforces that:

·      Board structure compliance is a substantive obligation, not a formality.

·      Increased scrutiny of governance lapses.

·      No leniency even if default is later rectified.

YOUR COMPLIANCE PARTNER – R V - SECKAR , FCS, LLB 79047 19295

COMPANIES AMENDMENT ACT 2026 PROPOSED KEY CHANGES UNDER COMPANIES ACT, 2013

 

COMPANIES AMENDMENT ACT 2026

PROPOSED KEY CHANGES UNDER

 COMPANIES ACT, 2013

EXISTING PROVISIONS	PROPOSED AMENDMENT
SECTION 7 OF THE COMPANIES ACT, 2013, GOVERNS COMPANY INCORPORATION, REQUIRING A DECLARATION FROM AN ADVOCATE, CHARTERED ACCOUNTANT, COST ACCOUNTANT, OR COMPANY SECRETARY IN PRACTICE.	Now Certification by professionals is optional
AGM/EGM	Hybrid & Virtual Meetings Legalized • AGM/EGM can be held: Physical/ Virtual/ Hybrid. • Mandatory: At least 1 physical AGM in 3 years.
REDUCED COMPLIANCE FOR SMALL / OPC / DORMANT COMPANIES	Minimum Board Meetings: Reduced to 1 per year.
INDEPENDENT DIRECTOR NORMS TIGHTENED	DISQUALIFICATION extended to: Current financial year (not just past 3 years) w.r.t. employment or professional association. • if associated with a legal or consulting firm where transactions with the company is 10% or more of the firm's gross turnover (this limit of 10% may be reduced).
CONFIRMATION OF  ADDITIONAL DIRECTORS	In the Next AGM or 3 months (whichever earlier).
NEW GROUNDS FOR DIRECTOR DISQUALIFICATION:	who have acted as an auditor, secretarial auditor, cost auditor, registered valuer, or insolvency professional of the company (or its holding, subsidiary, or associate) in the preceding three financial years or the current financial year and person must be assessed by the Board as a "fit and proper person" in accordance with prescribed criteria.
PENALTY UNDER SECTION 166:BREACH OF DUTY OF A DIRECTOR	Listed companies Rupees 5 lakh fine; and for Other companies Rupees 2 lakh fine.
SIMPLIFIED KMP RESIGNATION	KMP can directly inform ROC if company fails to inform ROC about the resignation.
MANDATORY DORMANT STATUS	Eligible inactive companies must (not may) apply for dormant status.
REVIVAL OF COMPANIES	Regional Director to handle revival matter (currently, power with Tribunal/NCLT)
COMPANIES NOT REQUIRING AUDITORS	Prescribed classes of companies which fulfil such conditions, as may be provided by rules, shall not be required to appoint auditors.
DECRIMINALIZATION OF OFFENCES	Minor & procedural defaults → civil penalties Reduced criminal liability for companies
SHARE BUYBACK FLEXIBILITY	2 buybacks allowed in a year (with gap conditions) Efficient capital distribution tool
FAST-TRACK MERGERS SIMPLIFIED	Approval threshold: 75% shareholders Covers startups, small companies, holding-subsidiary mergers
ENHANCED POWERS TO NFRA	Wider definition of professional misconduct Stricter penalties, debarment & enforcement
RECOGNITION OF NEW COMPENSATION TOOLS	Introduction of innovative executive compensation structures
FLEXIBILITY FOR LLP & AIF STRUCTURES	AIFs may operate via LLP structure Better governance clarity

 

YOUR COMPLIANCE PARTNER – R V - SECKAR , FCS, LLB 79047 19295