Issuing Authority: Ms. Sareena P U, General Manager, Corporation Finance Department, Division of Supervision, Enforcement & Complaints -1, SEBI
Specific Violations:
Two-day delay in disclosing resignation of Mr. Nate Nanda (Non-Executive - Non Independent Director)
Failure to disclose resignations of Mr. M. Nandagopal, Mr. Arvind Nandagopal, and Mr. T. Krishnamurthy
Regulatory Violations: Regulation 30 read with Clause 7 of Part A of Schedule III, Annexure 18A of SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 and Regulation 4(1)(d), (e) & (g) of SEBI (LODR) Regulations, 2015
Financial Impact: None (explicitly stated as quantifiable impact)
Company's Explanation for Non-Compliance
Following SEBI order dated July 31, 2024, key management personnel including Executive Chairman Mr. M. Nandagopal, Managing Director Mr. Arvind Nandgopal, and Director (Finance) & CFO Mr. T. Krishnamurthy were restricted from serving as directors and resigned immediately
Subsequent resignations of 2 Non-Executive - Non Independent Directors and disqualification of 2 Independent Directors caused the Board to fall below minimum requirements under Section 149 of Companies Act, 2013 and SEBI (LODR) Regulations
Company approached Madras High Court seeking appointment of Administrator
Hon'ble High Court of Madras through Order No. CMP. No. 24465/2024 in OSA No. 116/2024 dated November 11, 2024 appointed Hon'ble Justice M. Sathyanarayanan (Retired) as Administrator/Chairman to oversee EGM for board reconstitution
Complete board vacuum existed from July 31, 2024 to January 4, 2025 with no executive setup to comply with SEBI requirements
New Board was constituted on January 4, 2025 following EGM
New Board has initiated complete action and resolved various non-compliance issues
Company's Response and Commitments
No intention to withhold disclosures from Stock Exchanges
Delay occurred solely due to extraordinary circumstances during the relevant period
Company has taken note of SEBI observations and will take necessary precautions and corrective measures
Matter of director resignations had already been examined by SEBI's Corporation Finance Investigation Department (CFID) in October 2025 with detailed response furnished
Company will make appropriate disclosure to stock exchange(s) under Regulation 30 read with clause 20(h) of Part A of Schedule III of SEBI (LODR) Regulations regarding this warning letter
Will place the warning letter before Board of Directors in ensuing Board Meeting
Company remains committed to maintaining highest standards of corporate governance, transparency, and regulatory compliance
