Anand Seamless disclosed 1,131-day beneficial ownership filing delay

Anand Seamless Limited disclosed a 1,131-day delay in a Form BEN-2 beneficial-ownership filing and a record showing MSME Form I as not filed from April 1, 2019 to March 31, 2025. Anand Seamless has applied for penalty adjudication over delayed MSME-1 filings, but says the possible amount cannot yet be estimated reliably.

What was the Anand Seamless 1,131-day beneficial ownership filing delay?

Anand Seamless reported that a Form BEN-2 filing was delayed by 1,131 days. Form BEN-2 is used for reporting significant beneficial ownership to the Registrar of Companies, or ROC. The delay appears in observations by Ronak Jhuthawat & Co., Practicing Company Secretaries, in reports dated February 9, 2026 and September 5, 2026, which identified errors, omissions and delayed statutory filings in the company’s corporate records.

The prospectus links the beneficial-ownership issue to a share transfer on August 14, 2020 from Malhar Choksi, Payal Choksi and Malhar Choksi (HUF) to Kedar Choksi. HUF means Hindu Undivided Family. Anand Seamless says it was required at that point to report Kedar Choksi as the significant beneficial owner of Kedar Choksi (HUF), but the e-form was not filed then. After a further transfer on September 7, 2023, Anand Seamless filed Form BEN-2 with the ROC disclosing Kedar Choksi’s final significant beneficial ownership.

The 1,131-day entry was not the only disclosed BEN-2 delay. The PCS table also records a 540-day delay for a Form BEN-2 event dated April 20, 2022 and a 15-day delay for an event dated September 25, 2023. These three entries show that the ownership-reporting exceptions covered events across 2020, 2022 and 2023, rather than one isolated filing date.

How broad were the Anand Seamless MSME-1 filing gaps?

Anand Seamless disclosed that MSME Form I was “not filed” for April 1, 2019 to March 31, 2025, but its accompanying explanation separates periods it says did not require a return from periods in which required returns were delayed. MSME-1 is a half-yearly return on payments due to micro and small enterprise suppliers under the Specified Companies (Furnishing of Information about Payment to Micro and Small Enterprise Suppliers) Order, 2019.

For financial years 2019-20, 2020-21 and 2021-22, Anand Seamless says it was not required to file MSME-1, based on an opinion letter dated March 27, 2026 from Ronak Jhuthawat & Co. That conclusion was stated to be under the Micro, Small and Medium Enterprises Development Act, 2006 and related rules. The company therefore does not describe every half-year in the six-year table entry as a missed filing obligation.

For the half-years ended September 30 in 2022, 2023 and 2024, Anand Seamless says no micro or small enterprise creditor remained outstanding for more than 45 days and it did not file a return. In contrast, it says it delayed the required MSME-1 returns for the half-years ended March 31, 2023, March 31, 2024 and March 31, 2025. The disclosed compliance issue is thus specifically tied to three October-to-March half-year periods where the company says the filing requirement applied.

What penalty process is pending over the MSME-1 returns?

Anand Seamless filed an application with ROC Ahmedabad on March 27, 2026 for adjudication of a penalty related to delayed MSME-1 filings. The application concerns Section 405(4) of the Companies Act, 2013, read with the 2019 order governing information about payments to micro and small enterprise suppliers.

The company says the application was made under Section 454 of the Companies Act and Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, with service request number AC299816. Anand Seamless also says the application will not be withdrawn at any stage. This gives the matter a defined procedural status, although the prospectus does not state when ROC Ahmedabad will decide it.

As at March 31, 2026, Anand Seamless said the penalty could not be estimated reliably and had not been provided for as a contingent liability under Accounting Standard 29, or AS 29. The company says it will provide for an amount when a probable outflow can be estimated reliably. It separately states that penalties levied for delayed filings or non-compliance will not be funded through initial public offering proceeds.

What other ROC and Companies Act issues did Anand Seamless identify?

Anand Seamless identified other filing and record issues covering 2005 through 2025, including late returns, missing forms, inconsistent records and an incorrect director identification number. Form DIR-12 for the chairman’s appointment was filed 10 days late because an incorrect Director Identification Number, or DIN, was selected; the company says it submitted a fresh form after identifying the clerical error.

The PCS observations list Form DPT-3 delays of 171 days for the March 31, 2022 event and 156 days for the March 31, 2024 event, as well as a one-day delay for the March 31, 2025 event. They also list Form CHG-1 delays between seven and 70 days for charge-modification events from February 2021 to September 2022. The company attributed several delays to oversight in tracking due dates, administrative oversight or internal coordination gaps.

Anand Seamless also says Form MGT-14 was not filed for a June 28, 2024 board resolution to obtain HDFC Bank credit facilities of Rs 21.60 crore. Its incorporation records show authorised share capital of Rs 10 lakh, while its memorandum of association states Rs 12.50 lakh. Form 23B, which concerns auditor information to the ROC, was not filed from November 25, 2005 to March 31, 2008 and from April 1, 2009 to March 31, 2011.

A further exception concerns a December 5, 2023 special resolution that redesignated Mayank Choksi as whole-time director after age 70. Anand Seamless says the resolution was passed, but its explanatory statement omitted the mandatory justification required under Section 196(3)(a) of the Companies Act. The company also says the bank statement evidencing its initial share subscription is not traceable and that it has applied to the relevant bank for historical statements.

What remedial controls has Anand Seamless put in place?

Anand Seamless says it appointed Kinjai Jain as company secretary and compliance officer to monitor statutory compliance and implement structured internal compliance controls. The company also says it strengthened coordination among its compliance, accounts and senior-management teams and engaged an external company-secretarial firm for periodic support and oversight.

The planned controls follow disclosed filing exceptions across ownership reporting, supplier-payment reporting, charge registration, director records and board resolutions. As of the prospectus date, Anand Seamless says no legal proceeding or regulatory action had been initiated over the broader ROC filing delays, while its March 27, 2026 MSME-1 adjudication application remains separately pending. The company’s stated remediation will depend on the compliance officer, internal coordination and external oversight operating across all filing categories.

Conclusion

Anand Seamless disclosed a long beneficial-ownership filing delay, three identified delayed MSME-1 returns and a wider record of late, missing or inaccurate corporate filings. Its explanation distinguishes three financial years and three September-ended half-years in which it says MSME-1 was not required from the March-ended half-years of 2023, 2024 and 2025 for which it acknowledges delayed returns.

The immediate matter to watch is ROC Ahmedabad’s adjudication of the March 27, 2026 MSME-1 application, because no possible penalty has been quantified. Later evidence on the compliance officer’s monitoring, external company-secretarial support and the company’s effort to obtain the initial-subscription bank statement will show whether the disclosed remedial plan resolves the record-keeping gaps.