FOR DELAY IN FILING THE FORM MR-2-INTIMATION OF MD APPOINTMENT WITH 179 DAYS DELAY , ROC IMPOSED A TOTAL PENALTY OF RS ₹3,38,000 ON COMPANY AND ITS DIRECTORS.

FOR DELAY IN FILING THE FORM MR-2-INTIMATION OF MD APPOINTMENT WITH 179 DAYS DELAY , ROC IMPOSED A TOTAL PENALTY OF RS ₹3,38,000 ON COMPANY AND ITS DIRECTORS.

ROC , BENGALURU Vs ASTRAZENECA PHARMA INDIA LIMITED

Directors have to pay the fine from their personal funds and not from the company funds

TECHNICAL GLITCH

This case demonstrates that even where a company claims a technical issue on the MCA portal, the Registrar may still impose penalties for delayed statutory filings.

DIRECTORS HAVE TO THE PAY THE FINE PERSONALLY

The fine levied on three directors Rs 50,000 each is to be paid from their personal funds and not from the company funds.

COMPLIANCE TAKEAWAY

·       For companies and compliance officers, the order reinforces three important principles:

·       Technical glitches are not always accepted as a complete defense. ROC may consider explanations but can still levy penalties if the statutory timeline is missed.

·       MD/WTD/Manager-related filings attract personal exposure. The company is penalized, but directors/KMPs identified as officers in default may also face individual penalties.

·       Evidence preservation is critical. When MCA portal issues occur, companies should maintain screenshots, SRNs, helpdesk tickets, emails, and follow-up records to support mitigation requests before the ROC.

KEY TAKEAWAY

From a corporate governance perspective, this order is another reminder that procedural non-compliance can attract adjudication penalties even when there is no allegation of fraud, investor loss, or governance misconduct. The ROC is increasingly enforcing filing-related provisions through adjudication under Section 454 of the Companies Act, 2013.

#R V SEKAR FCS, LLB 79047 19295,

DEADLINE REMINDER FORM NFRA-2 TO BE FILED BY AUDITOR AND AUDIT FIRMS ON OR BEFORE 30th NOVEMBER EVERY YEAR

 DEADLINE REMINDER FORM NFRA-2 TO BE FILED BY AUDITOR AND AUDIT FIRMS ON OR BEFORE 30^th NOVEMBER EVERY YEAR

MAJORITY OF AUDIT FIRMS DOES NOT

 AWARE THAT THERE IS FORM NFRA-2 TO

 BE FILED!

FORM NFRA-2

Form NFRA-2 is an annual return to be filed by auditors and audit firms covered under Rule 3 of the National Financial Reporting Authority (NFRA) Rules, 2018. The statutory due date is 30 November every year, under Rule 5.

APPLICABILITY

Auditors of Listed companies. Large unlisted public companies. Banks, insurers and electricity companies have to file this form compulsorily.

The return due this 30 November covers audit reports Auditor’s signed between 1 April 2025 and 31 March 2026.

NON-FILING

For 2024-25, NFRA's May list named 1,314 firms that had not filed.

KEY TAKEAWAY

Awareness of NFRA-2 applicability remains a challenge, particularly among small and mid-sized audit firms. In many cases, non-compliance may stem from a lack of clarity on applicability rather than a deliberate omission.

Greater awareness and clearer guidance, particularly for statutory bank branch auditors, would certainly help strengthen compliance across the profession.

#R V SEKAR FCS, LLB 79047 19295,

NOEL TATA’S CHALLENGE TO TATA SONS BOARD MINUTES: CAN HE LEGALLY CONTEST CHANDRASEKARAN’S REAPPOINTMENT ?

 NOEL TATA’S CHALLENGE TO TATA SONS BOARD MINUTES: CAN HE LEGALLY CONTEST CHANDRASEKARAN’S REAPPOINTMENT ?

Noel Tata disputes Tata Sons board minutes, says Chandrasekaran's reappointment should be deleted from official records.

NOEL TATA CLAIMS IT AS A VOID RESOLUTION

Noel Tata disputes Tata Sons' filing made to the Registrar of Companies “presents a contested and void resolution as a concluded act of the board, and conveys a false impression to the public, to the company’s stakeholders and to its regulators.”

CAN THE BOARD MINUTES BE RESCINDED AT THE REQUEST OF A DIRECTOR ?

A director may be entitled to question the accuracy, legality or procedural validity of a board resolution. That does not automatically entitle the director to have a valid resolution removed from the company’s official records.

AFFIRMATIVE VOTES NEEDED

Tata Trusts has publicly maintained that the relevant provisions require the affirmative votes of the Trusts’ nominee directors and that Noel’s dissent rendered the resolution invalid.

CASTING VOTE BY CHAIRMAN

However, the competing interpretation is that the chairman’s casting vote may resolve a tie under Article 121.

TO CHALLENGE THE RESOLUTION VALIDITY

Noel has a stronger case for obtaining accurate records and challenging the resolution’s validity than for demanding unconditional deletion of the resolution from the minutes.

WHETHER ADHERING TO TATA SONS AOA ?

The decisive question is whether the 17 September 2026 resolution complied with Tata Sons' Articles of Association, including any mandatory affirmative-voting requirements, and whether the board followed the legally required procedure.

If the Articles required an affirmative vote from both relevant Tata Trusts nominee directors and that requirement was not satisfied, Noel's challenge could have substantial merit. If Article 121 validly authorised a casting vote in the circumstances, Tata Sons would have a significant counterargument.

NOMINATION AND REMUNERATION COMMITTEE

Noel reportedly argues that reappointment was not expressly listed in the board agenda and was introduced under an item concerning a briefing by the Nomination and Remuneration Committee. He has also questioned whether the committee’s papers and minutes were circulated to directors.

OTHER ITEM IN THE BOARD’S AGENDA

Further , the chairman has the power to include the Chandra sekaran’s in other items .

But absence of an expressly worded agenda item does not automatically establish that a resolution is void in every case.

CONCLUSION

Noel Tata can contest the validity of the board decision, but he cannot unilaterally invalidate it or require its deletion merely because he dissented.

#R V SEKAR FCS, LLB 79047 19295,

NCLT BENGALURU: SHAREHOLDERS CANNOT REPRESENT A COMPANY IN COURT WITHOUT AUTHORISATION

 NCLT BENGALURU: SHAREHOLDERS CANNOT REPRESENT A COMPANY IN COURT WITHOUT AUTHORISATION

NCLT,BENGALURU VS SHREE BASAVESHWARA SUGARS LIMITED

KEY FINDING:

The NCLT Bengaluru Bench held that share ownership does not automatically entitle shareholders to represent a company in court or initiate litigation on its behalf without proper authorization.

IMPORTANT FACTS:

Five shareholders holding a combined 22% stake in Shree Basaveshwara Sugars Limited sought permission to challenge an arbitral award of ₹52.71 crore, alleging that the management had failed to contest it effectively.

ANALYSIS:

 The Tribunal rejected the shareholders’ claim to represent the company, clarifying that shareholding and a pending mismanagement case do not, by themselves, confer authority to conduct litigation on the company’s behalf.

IMPACT:

Shareholders cannot independently assume the company’s legal representation merely because they hold a substantial stake or disagree with management’s litigation decisions; proper corporate authorization is essential.

CONCLUSION / ACTION REQUIRED:

Companies should ensure that court proceedings are pursued by duly authorized representatives in accordance with applicable law and corporate governance procedures; shareholders seeking to challenge management decisions must use legally recognized remedies rather than assume authority to act for the company.

#R V SEKAR FCS, LLB 79047 19295

ITAT PUNE ALLOWS ₹1.70 LAKH TAX REFUND: DTAA RIGHTS PREVAIL OVER PROCEDURAL DEADLINES

ITAT PUNE ALLOWS ₹1.70 LAKH TAX REFUND: DTAA RIGHTS PREVAIL OVER PROCEDURAL DEADLINES

- KEY FINDING:

In Varun Hemant Keskar vs. ITO (ITA 133/PUN/2026), ITAT Pune reportedly ruled on 12 October 2026 in favour of an NRI seeking a refund of ₹1.70 lakh in capital gains tax paid in India.

- IMPORTANT FACTS:

 Varun Hemant Keskar, an NRI residing in Singapore, held a valid Singapore Tax Residency Certificate for FY 2023–24 and claimed exemption under Article 13(5) of the India–Singapore DTAA; his revised-return deadline had expired.

- ANALYSIS:

The reported ruling treats DTAA relief as a substantive legal right and recognises that a fresh legal claim may be raised at the appellate stage, relying on Pruthvi Brokers & Shareholders (Bombay High Court) and Anushka Sanjay Shah (Mumbai ITAT).

- IMPACT:

The decision could help eligible NRIs challenge Indian capital gains tax assessments where treaty relief was not claimed in the original return; however, eligibility depends on the treaty wording, transaction details and applicable law.

- CONCLUSION / ACTION REQUIRED:

 NRIs who have paid tax potentially inconsistent with an applicable DTAA should review their Tax Residency Certificate, transaction records and treaty eligibility, and seek professional advice on the appropriate refund or appellate remedy; the specific ruling and its details should be verified against the official ITAT order before relying on it.

#R V SEKAR FCS, LLB 79047 19295,

NCLT AHMEDABAD BLOCKS IMPERSONATION AND FRAUD AND UHOLDS SHAREHOLDER RIGHTS: 250 SHARES RESTORED UNDER SECTION 59 OF COMPANIES ACT 2013

 NCLT AHMEDABAD BLOCKS IMPERSONATION AND FRAUD AND UHOLDS SHAREHOLDER RIGHTS: 250 SHARES RESTORED UNDER SECTION 59 OF COMPANIES ACT 2013

ANOOPAMA SHAH VS BOSCH HOME COMFORT INDIA LIMITED (NCLT AHMEDABAD),

1.  NCLT AHMEDABAD ALLOWED THE APPEAL:

The Tribunal allowed Anoopama Shah’s appeal for rectification of the register of members concerning 250 shares under Folio No. 007448.

2. ORIGINAL SHAREHOLDING:

The appellant stated that she had purchased the shares jointly with her husband between 1991 and 1994 and retained the original share certificates numbered 14639, 4781 and 34943.

3. ALLEGED IMPERSONATION AND FRAUD:

When the appellant submitted the original certificates for dematerialization in March 2019, she discovered that duplicate certificates had already been issued and the shares transferred and dematerialized. She alleged that an impersonator used forged documents to alter shareholder records and transfer the shares to Bimal Kumar Shah.

4. COMPANY’S DEFENSE:

The Company and its registrar and share transfer agent denied liability, asserting that they had followed the applicable procedures. They also raised objections regarding limitation, maintainability and the difficulty of restoring dematerialized shares.

5. REGULATORY AND CRIMINAL PROCEEDINGS:

The respondents relied on the closure of the appellant’s SEBI SCORES complaint and the absence of criminal proceedings against the alleged impersonator as part of their defense.

6. STATUTORY FRAMEWORK:

The Tribunal considered Section 59 of the Companies Act, 2013, concerning rectification of the register of members, and Rule 70(5) of the NCLT Rules, 2016, which empowers it to determine questions of title necessary for rectification.

7. JUDICIAL PRECEDENTS AND CONCLUSION:

The Tribunal considered Supreme Court and NCLAT decisions recognizing rectification jurisdiction in cases involving alleged impersonation, irregular issuance of duplicate share certificates, disputed facts and subsequent dematerialization. It ultimately allowed the appeal for rectification of the register concerning the 250 shares.

#R V SEKAR FCS, LLB 79047 19295,

NEW FEATURES ON MCA PORTAL WHICH PROFESSIONALS HAVE TO KNOW

 NEW FEATURES ON MCA PORTAL WHICH PROFESSIONALS HAVE TO KNOW

1. LANGUAGE SELECTION OPTION

The new pop-up allows users to select their preferred language upon logging into the portal. While this is aimed at increasing accessibility across diverse regions.

It may make the portal more user friendly and inclusive.

CONCERNS

Its deployment during the peak annual filing season (for forms like AOC-4 and MGT-7) has faced criticism from professionals dealing with existing technical glitches and slow portal processing.

2. INTEGRATED TIMER FEATURE

The portal has introduced a live time-based element to track active user sessions and specific filing windows.

STRICT SESSION LIMITS:

This feature acts as a security and server-management check, reminding users of their remaining time to complete a transaction or form step.

TIPS FOR PROFESSIONALS

ü Keep all documents ready before login

ü Use only one tab browser

ü Complete the filings sequentially within the timer window

ü Save data often and Keep backups

ü Monitor the timer and plan your submission in time

ü Ensure stable Internet connection

ü It allows only one active session at a time. No multi-tab filings.

#R V SEKAR FCS, LLB 79047 19295,