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,

“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.

 Spending allocated for general corporate purposes is restricted to a maximum of 15% of the total issue size or ₹10 crore, whichever is lower.

# Your Compliance expert R V SECKAR, FCS, LLB 79047 19295,

Minute Books Lost in Transit, Company Filed an FIR" — 22 Years of Records Gone Will the ROC Pardon the Company?

 Minute Books Lost in Transit, Company Filed an FIR" —

22 Years of Records Gone  Will the ROC Pardon the Company?

ROC Calcutta Vs Larisa Hotels & Resorts Limited

Section 118(11) casts a permanent obligation on companies to preserve their Minutes Books throughout their corporate existence

A 2018 management change triggered relocation of the corporate office from Kolkata to Delhi.

During transit of statutory records for the Delhi KMP's convenience, a vehicle carrying the Minutes Books got misplaced.

ROC held that the company is to strictly adhere to Section 118(11)'s permanent-preservation mandatory for minute’s book.

ROC levied a fine of

Company — ₹25,000

🔸 All 9 directors/officers (each) — ₹5,000

🔸 Total — ₹70,000

Key Takeaway:

Minutes Books carry a permanent retention obligation

 

# Your Compliance expert R V SECKAR, FCS, LLB 79047 19295,