Date: 28.05.2025
Compliance Violation and Regulatory Action
During the review period ended March 31, 2026, the company was found non-compliant with Regulation 17(1A) of SEBI (LODR) Regulations, 2015. The specific violation was the failure to obtain prior shareholders' approval by way of Special Resolution for the appointment or continuation of a Non-Executive Director who had attained the age of seventy-five years. The non-compliance period was from March 29, 2025, to June 28, 2025.
The stock exchanges (BSE and NSE) imposed fines totaling ₹214,760/- as per SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.
The company subsequently obtained shareholders' approval by way of Special Resolution for the continuation of the concerned Non-Executive Director. Management attributed the delay to procedural reasons and stated that necessary systems have been strengthened to avoid recurrence.
Overall Compliance Status
The practicing company secretary, M/s. S. V. Nadiyapara & Co., examined compliance with multiple SEBI regulations including:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
- SEBI (Buyback of Securities) Regulations
- SEBI (Share Based Employee Benefits) Regulations
- SEBI (Prohibition of Insider Trading) Regulations, 2015
- SEBI (Depositories and Participants) Regulations, 2018
Positive Compliance Findings
The report confirmed compliance with the following requirements:
- Secretarial Standards issued by ICSI
- Adoption and timely updation of all applicable policies under SEBI Regulations
- Maintenance of functional website with timely dissemination of documents
- No directors disqualified under Section 164 of Companies Act, 2013
- Preservation of documents as per SEBI LODR Regulations
- Performance evaluation of board, independent directors and committees
- Prior approval of audit committee for all related party transactions
- Timely disclosure of events/information under Regulation 30
- Compliance with Prohibition of Insider Trading Regulations
- No resignation of statutory auditors from the company or its material subsidiaries
- The company has no subsidiary companies
Auditor Qualifications
The report contains standard qualifications noting that:
- Compliance of applicable laws and authenticity of documents are management's responsibility
- This is neither an audit nor an expression of opinion
- Financial records and books of account were not verified
- This report is solely for compliance purposes under Regulation 24A(2) of SEBI (LODR) Regulations, 2015