Apana Logistics Cannot Trace Key Share-Allotment Records Since 1993

Apana Logistics Limited cannot trace primary corporate records for share allotments in 1993, 1994 and 2020, so its disclosed capital history relies on available resolutions, annual returns and an accountant’s certificate. Apana Logistics also sought compounding on September 27, 2025 for failing to file a 2020 return of allotment covering 17,73,000 equity shares.

Why cannot Apana Logistics verify parts of its capital history?

Apana Logistics cannot verify parts of its capital history from a complete set of primary records because specified filings and secretarial documents were unavailable at the company, on the Ministry of Corporate Affairs portal and in Registrar of Companies records. The company said it conducted internal searches and engaged Baid and Bengali Associates LLP, an independent practising company secretary, to conduct a physical Registrar of Companies search and prepare search reports dated September 29, 2025.

The missing material includes Form 2 returns of allotment for 41,000 equity shares on March 30, 1993 and 65,800 equity shares on March 30, 1994, each with a face value of Rs 10. Apana Logistics said the complete allottee lists and challan documents for those allotments could not be traced. It also could not locate Form PAS-3, the return of allotment, relating to 17,73,000 bonus shares allotted on March 25, 2020.

Apana Logistics said the gap extends beyond the three identified forms. The company has been unable to trace a complete set of minute books, entries in the share-transfer register, corporate resolutions and Registrar of Companies filings made by erstwhile shareholders or management. Apana Logistics cited its 33-year history since incorporation in describing the search difficulty, but did not state that the unavailable records had been recovered.

How has Apana Logistics reconstructed its share capital?

Apana Logistics has reconstructed its disclosed share-capital build-up using secondary corporate records rather than a complete original record set. The company relied on Board and shareholder resolutions where available, annual returns to the extent available, and a certificate from Amit Ray & Company, Chartered Accountants, detailing the capital build-up.

Apana Logistics’ Board adopted and furnished details of applicants to whom equity shares were allotted through a resolution dated September 1, 2025. That action addresses identified allottee information, but the draft prospectus says the company cannot assure that missing regulatory filings will become available or that information assembled from alternative records is correct, compliant with applicable law or filed on time.

Apana Logistics also said that certain current promoter and promoter-group members acquired shares from erstwhile shareholders who were relatives of the present promoters and promoter group. Transfer records between those erstwhile shareholders are not available with Apana Logistics. The reconstruction therefore covers allotments, authorised-capital increases and paid-up-capital changes from surviving materials, rather than an unbroken chain of share-transfer-register and minute-book entries.

Apana Logistics disclosed that no notices, disputes or penalties had arisen in connection with the unavailable corporate records as of the draft prospectus date. The company nevertheless said future notices, disputes or penalties cannot be ruled out. The disclosed issue is not a current proceeding concerning the 1993 and 1994 records, but the absence of primary evidence for portions of the historic capital trail.

What is the 2020 filing lapse and compounding application?

Apana Logistics did not file Form PAS-3 for the March 25, 2020 bonus allotment of 17,73,000 equity shares and has sought compounding for that non-compliance. Compounding is a statutory process through which an alleged offence is submitted to the competent authority for resolution. Apana Logistics filed its application with the Regional Director, Eastern Region, West Bengal, on September 27, 2025.

The unfiled PAS-3 differs from the two older Form 2 records because Apana Logistics identifies it as a statutory filing discrepancy for which it has initiated a specific remedial step. The company separately filed Form MGT-14 for the issue of bonus shares on September 24, 2025, against a due date of April 24, 2020, representing a reported delay of 1,979 days.

The disclosed compounding application does not establish an outcome because the draft prospectus reports its filing but no decision by the Regional Director. The matter remains subject to an authority decision or a later disclosed resolution. Apana Logistics also said it cannot confirm that regulators will not take action over the historic filing instances, including cases where delayed forms were filed with additional fees, interest or penalties as prescribed.

How extensive were Apana Logistics’ delayed statutory filings?

Apana Logistics listed 36 delayed statutory filings from 1994 through February 2025, indicating that the disclosed compliance history extends beyond the three untraceable allotment returns. The reported delays ranged from four days for a January 2024 CHG-1 charge filing to 1,979 days for the March 2020 bonus-share MGT-14 filing submitted in September 2025.

The earlier filings included three delayed forms in 1994: a director resignation filed 62 days late, an authorised-capital increase from Rs 5 lakh to Rs 15 lakh filed 28 days late, and an additional-director appointment filed 11 days late. Other historical cases include a 62-day delay in a March 31, 2005 return of allotment and a 70-day delay in filing the cessation of a director in February 2014.

Later filings show delays across several form categories and reporting periods. The appointment of an auditor on September 30, 2015 was filed on December 26, 2020, 1,899 days after its October 15, 2015 due date. Financial-statement and annual-return filings for 2017 were delayed by 169 days and 180 days, respectively, while the annual return, financial statements and auditor appointment for 2022 were delayed by 17, 48 and 70 days, respectively.

Apana Logistics said delayed forms in the last three financial years were filed with additional fees, interest or penalties as applicable under the Companies Act, 2013 and other applicable laws. The disclosure does not quantify aggregate payments or identify a current regulatory proceeding from those delayed forms. It says future liability or adverse action could affect the company’s reputation, financial condition, cash flows and operating results.

What has Apana Logistics changed in its compliance system?

Apana Logistics says it has updated its corporate records and maintains appropriate systems for minutes, statutory forms, registers and documents required under the Companies Act, 2013 as of the draft prospectus date. The company also appointed Neelam Damji Shah as Company Secretary and Compliance Officer to improve secretarial compliance.

The stated system changes are current control measures, not evidence that the missing 1993, 1994 and 2020 filings exist. Their effect depends on records being maintained going forward and on Apana Logistics implementing and sustaining measures to address future control deficiencies. The company expressly said it cannot assure that regulators will not initiate proceedings, impose penalties or that future deficiencies can always be rectified in time.

The record issue also sits alongside a February 6, 2025 bonus issue of 98,50,000 equity shares with a face value of Rs 10 each. Apana Logistics described that issue as a capitalisation of reserves and said it did not undertake a share split or consolidation in the preceding one year. The 2025 capital action makes continued maintenance of registers, resolutions and statutory returns relevant to the continuity of the reconstructed capital record.

Conclusion

Apana Logistics’ disclosure identifies two connected matters: historical share-allotment and secretarial records that cannot be located despite company, portal and Registrar of Companies searches, and 36 delayed statutory filings between 1994 and 2025. The oldest identified documentation gaps concern Form 2 allotments of 41,000 and 65,800 shares in 1993 and 1994, while the company has used secondary material to disclose its capital history.

The disclosed next development is the outcome of Apana Logistics’ September 27, 2025 compounding application concerning the unfiled PAS-3 for 17,73,000 bonus shares allotted on March 25, 2020. Further updates on regulatory action, if any, and the operation of the company’s updated recordkeeping system and Company Secretary and Compliance Officer role will determine whether the identified filing issue receives a documented resolution.