Key Events and Compliance Findings

Management Changes

  • Mr. Vishal Narang (DIN: 10099897) resigned as Chief Financial Officer (CFO) effective 21st July 2025.
  • Mr. Kunal Shah was appointed as Chief Financial Officer (CFO) effective 21st July 2025.
  • Mrs. Heta Shah (ACS: 69749) was appointed as Company Secretary and Compliance Officer effective 11th February 2025.

Corporate Actions

  • Registered office was relocated from "Office no 1508, 15th Floor, Solus Business Park, Building Hiranandani Estate, Ghodbunder Road, Patlipada, Thane West, 400607" to "A-403,404, PLOT NO D-1, CENTRUM BUSINESS SQUARE, WAGLE INDUSTRIAL ESTATE, THANE WEST (M Corp.), 400604" effective 19th March 2026, approved by Board and Members.
  • Board approved acquisition of 40,500 equity shares of Just Bear Private Limited by way of secondary sale/transfer on 3rd February 2026.
  • Board approved investment of ₹65,000 by subscription to 6,500 equity shares of Crayonix Stationery Private Limited.
  • Board approved investment of ₹55,000 in Indo Manufacturers LLP by way of capital contribution upon incorporation under Section 186 of Companies Act, 2013.
  • Special Resolution passed on 9th September 2025 for alteration of Object Clause of Memorandum of Association.
  • Special Resolution passed on 15th January 2025 authorizing company to acquire business of KV Impex with assets, properties, rights, licenses, permits, contracts, goodwill and liabilities.

Regulatory Compliance Delays

The company reported multiple instances of delayed regulatory filings:

  • e-Form CHG-1 for creation of charge dated 19th May 2025 filed on 5th July 2025 (beyond prescribed time limit under Section 77)
  • e-Form CHG-1 for creation of charge dated 22nd May 2025 filed on 14th July 2025 (beyond prescribed time limit under Section 77)
  • e-Form MGT-14 for Board Resolution dated 3rd February 2026 (Just Bear acquisition) filed after prescribed time limit under Section 117
  • e-Form MGT-14 for Special Resolution dated 9th September 2025 (MOA alteration) filed after prescribed time limit under Section 117
  • e-Form MGT-14 for Special Resolution dated 15th January 2025 (KV Impex acquisition) filed after prescribed time limit under Section 117
  • e-Form MGT-14 for Board Resolution (Crayonix investment) filed after prescribed time limit under Section 117
  • e-Form MGT-14 for Board Resolution (Indo Manufacturers investment) filed after prescribed time limit under Section 117
  • e-Form PAS-6 filed after prescribed due date

Corporate Governance Structure

The company constituted the following committees as per Companies Act, 2013 & SEBI (LODR) Regulations, 2015:

  • Audit Committee
  • Nomination and Remuneration Committee
  • Stakeholder's Committee
  • Risk Management Committee
  • Vigil Mechanism/Whistle Blower Policy
  • Corporate Social Responsibility Committee

Capital Market Activities

  • The company launched an IPO of 16,80,000 Equity Shares
  • Applied to BSE SME Platform for in-principle approval for listing of its Equity Shares
  • All issued equity shares were held in dematerialized form with no physical shares as of reporting date

Audit Scope and Limitations

The Secretarial Audit examined compliance with:

  • Companies Act, 2013 and rules made thereunder
  • Securities Contracts (Regulation) Act, 1956 and rules made thereunder
  • Depositories Act, 1996 and Regulations/Bye-laws
  • Foreign Exchange Management Act, 1999 (FDI, ODI, ECB aspects)
  • SEBI Regulations including Prohibition of Insider Trading Regulations, 2015; ICDR Regulations, 2018; Share-Based Employee Benefits Regulations, 2021
  • Secretarial Standards SS-1 and SS-2
  • Listing Agreement with BSE Limited read with SEBI LODR Regulations, 2015