Most people will read SEBI's October 07 circular as a debt-market relaxation. I read it as a governance signal. Eligible listed issuers (those regulated by SEBI, RBI, IRDAI or PFRDA, with AA- or better ratings) can now privately place ₹10,000 face-value debt without appointing a merchant banker. That saves time and cost. Look at the second condition, though: the issuer must have no pending fines or penalties from SEBI or the stock exchanges under the LODR Regulations. For yea

Since board meetings moved online, a question I am now asked regularly by directors, promoters and fellow Company Secretaries is this: "Can a director insist on a copy of the video recording of a board meeting?" The short answer: no provision expressly gives a director the right to a copy, and even the right to inspect the recording is not spelt out in terms. But the law requires the proceedings of Board meetings held through video conferencing to be recorded and preserved as

Safeguards for KMPs - Annual MCA Filings (Pvt Ltd)

The last week of September 2026 brought an unusual set of shareholder votes. 🔹 Sigachi Industries: A 10% dividend (Re 0.10 per share) was rejected, with 99.66% of votes cast against. The promoter group (36.69%) voted 100% against, while public institutions voted 100% in favour. This came two weeks after the same promoter group voted against both resolutions at the company’s EGM: an increase in authorised capital and a ₹290.40 crore preferential issue of warrants. Shareholder

Under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, maintaining a tamper-proof Structured Digital Database is not optional. It is a non-negotiable statutory mandate. Yet, during secretarial reviews and statutory audit checks, we consistently encounter three key compliance gaps: 🔹𝗧𝗵𝗲 “𝗣𝗼𝘀𝘁-𝗙𝗮𝗰𝘁𝗼” 𝗟𝗼𝗴𝗴𝗶𝗻𝗴 𝗣𝗿𝗮𝗰𝘁𝗶𝗰𝗲: Entering Unpublished Price Sensitive Information (UPSI) days after the board meeting or deal d

Eighteen regulatory updates and five significant pronouncements from September 2026, with the regulator's own text and a practical takeaway on each. September 2026 was a month in which the regulators tightened the frame around both insolvency and disclosure. The IBBI directed insolvency professionals to watch for misuse of the Code, the interim moratorium for personal guarantors came to an end, a new export realisation framework took effect from 1 October, and the SEBI Board

Dear Subscriber, Thank you for subscribing. The complete September 2026 issue is available below, together with a one-page covering note. Both are also being sent to you by email. Downloads: Compliance Newsletter, September 2026 (35 pages, PDF) Covering note for subscribers (1 page, PDF) This month in brief: September 2026 was a month in which the regulators tightened the frame around both insolvency and disclosure: the IBBI's direction to insolvency professionals to watch fo

A director's statutory duty is not to maintain harmony in the boardroom. It is to ensure that transactions stand up to external regulatory scrutiny. Under Section 149 of Companies Act and SEBI LODR, an Independent Director can no longer defend actions by citing reliance on executive management. When an inquiry begins, regulators ask what questions you asked, what documents you demanded, and what was recorded in the minutes. During my 28+ years in managing board proceedings fo

In recent years, enforcement orders by the MCA and SEBI have increasingly examined the role and conduct of Independent Directors when listed or large unlisted entities face governance crises. Section 149(12) of the Companies Act, 2013 affords protection only if the act or omission occurred without the director’s knowledge, deliberate consent, or connivance, and where the director acted diligently. But how is "due diligence" demonstrated before a court, tribunal, or regulator?

A director who stays silent during an omnibus approval is rarely protected by silence. In regulatory enforcement, silence in the minutes is often read as consent. Over 28 years in corporate boardrooms, I watched many well-meaning directors make this assumption. They assume that if an issue was contentious, their unease was self-evident. The Securities Appellate Tribunal (SAT) and ROC view matters strictly through the written record. If your dissent or query was not recorded b

From the September 2026 edition, the full monthly Compliance Brief moves to our website, with a new addition on Noteworthy Regulation 30 Disclosures by Listed Entities. A free monthly summary continues on LinkedIn. Starting with the September 2026 edition, the full monthly Compliance Brief will be published on our website, sandeeplakhotiaassociates.com, for subscribers. View plans and subscribe: https://www.sandeeplakhotiaassociates.com/pricing-plans/plans-pricing What the Co

In my 28+ years advising boards on Regulation 30 disclosures, I've seen plenty of resignation letters that read like polite fictions — "personal reasons," "other commitments." This week's filing from Advent Hotels International Limited was refreshingly different. On September 26, the Company disclosed that Independent Director Rajeev RA had resigned, effective a day earlier, because he also served on the board of Authum Investment & Infrastructure Limited — the NBFC that had

In the last twelve months alone, SEBI has replaced the flat ₹1,000 crore / 10% materiality test with a turnover-linked slab under Schedule XII (in force from 18 December 2025), recalibrated the Audit Committee trigger for subsidiary transactions, codified the validity of omnibus shareholder approvals, and permitted an abridged minimum-information format for smaller transactions. Under the Companies Act, the monetary caps in Rule 15(3) have been gone since 2019 and Section 188

A review of recent ROC Adjudication Orders under Section 454 of the Companies Act, 2013 reveals an uncompromising trend: Registrar offices are imposing statutory penalties on companies and officers in default without exception for "inadvertent clerical error." Two recurring flashpoints in recent adjudication orders: 🔹CSR Unspent Balances (Section 135(5) & 135(6)): Transferring unspent CSR amounts to specified Schedule VII funds or the 'Unspent CSR Account' beyond statutory t

When reading through recent orders from the Securities Appellate Tribunal (SAT) and SEBI Adjudicating Officers, a clear enforcement pattern emerges across insider trading, disclosure omissions, and director liability. Having spent 28+ years in listed entity compliance and advising boards on regulatory litigation, here are three enduring lessons every Director and Key Managerial Personnel (KMP) should remember: 🔹 "Ignorance of Internal Information" is rarely an acceptable de

Corporate restructuring through a Scheme of Arrangement under Sections 230–232 of the Companies Act, 2013 is a powerful vehicle for business consolidation and shareholder value creation. However, obtaining sanction from the Hon’ble NCLT is not merely a legal proceeding - it is an exercise in meticulous secretarial precision. In our consulting practice, we frequently observe schemes getting delayed due to avoidable procedural oversights: 🔹 The Disconnect in Appointed Da

When promoters and CFOs evaluate IPO readiness, the initial focus is invariably on EBITDA margins, growth projections, and merchant banker selection. Yet, in practice, what frequently stalls a Draft Red Herring Prospectus (DRHP) or triggers protracted SEBI and stock exchange observations is historical corporate housekeeping. Having coordinated equity and debt capital market transactions - including public issues, rights issues, and bond issuances over close to three decades -

Ever since the amended Regulation 30 of SEBI (LODR), 2015 compressed disclosure timelines, boards and compliance teams have been running against the clock. But having spent 22+ years inside listed entities and now advising boards as a Practicing Company Secretary, here is what I observe in disclosure audits: The challenge is rarely the filing mechanism itself. The breakdown occurs at the internal event-identification threshold. 3 critical vulnerabilities we frequently remedia

Over the past 18 months, the Registrar of Companies (ROC) has intensified penalty orders under Section 454 of the Companies Act, 2013. What is striking is the shift in focus: Penalties are no longer confined to delayed annual filings. They are targeting procedural governance deficiencies: • Non-compliance with Secretarial Standard-1 (SS-1) on notice circulation and recording dissent in minutes. • Ambiguity in identifying "Officers who are in default" when board decisions cros

Regulatory & Legal Developments — Corporate, Securities & Regulatory Intelligence August 2026 was a month in which the substance of regulation moved as much as its procedure — new accounting treatment for green-power contracts, a first amendment to the MSMED Act in two decades, a uniform recovery-conduct code for every category of lender, and a proposed rebuild of SEBI's settlement framework. This edition covers eighteen updates from the Ministry of Corporate Affairs, the Res