Black Opal Reports 11 Secretarial Filing Disclosure Discrepancies

Black Opal reported 11 secretarial filing disclosure discrepancies found in due diligence, including six classified as high criticality. The findings cover a Form MGT-7 share-capital entry of 10,000 rather than 10,00,000 shares, inconsistent director-remuneration figures and incomplete related-party transaction details. Black Opal filed applicable Form GNL-2 notices with the Registrar of Companies.

What did Black Opal’s secretarial diligence find?

Black Opal’s secretarial due diligence identified 11 discrepancies or omissions under the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India. Black Opal classified observations 1 to 6 as high criticality and observations 7 to 11 as medium criticality, meaning six of the 11 observations were in the higher category.

The six high-criticality items concerned annual returns, Board’s Reports and financial disclosures. Form MGT-7, the annual-return form, recorded share capital of 10,000 shares instead of 10,00,000 shares. A separate Form MGT-7 issue for financial year 2022-23 did not state the date of the board meeting that approved the financial statements and Board’s Report for financial year 2021-22 on August 1, 2022.

Black Opal’s Board’s Reports for financial years 2021-22, 2022-23 and 2023-24 omitted three disclosures identified in diligence. These were a statement on compliance with the Internal Complaints Committee requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, a statement on compliance with Secretarial Standards, and the annual-return web link required by Section 92(3) of the Companies Act.

The high-criticality group also included annual-return errors about meeting participants and securities. For the annual general meeting held on November 17, 2022, Form MGT-7 stated that three members were entitled to attend instead of four. For financial year 2023-24, Form MGT-7 recorded two debenture holders instead of zero and did not include subsidiary Black Opal Technologies Private Limited in the subsidiary-details section.

Which Black Opal share-capital, remuneration and related-party disclosures were incorrect?

Black Opal’s share-capital, remuneration and related-party disclosures contained specific discrepancies across financial statements and statutory forms. In the financial statements for financial year 2021-22, the prior year’s authorised share capital was stated as 1,00,000 equity shares of Rs 10 each rather than 10,00,000 equity shares of Rs 10 each. The diligence table classified that financial-statement observation as medium criticality under Sections 129 and 134 of the Companies Act.

For financial year 2022-23, Black Opal disclosed director remuneration of Rs 22.80 lakh in its financial statements and Rs 24.049 lakh in Form MGT-7. The two records therefore differed by Rs 1.249 lakh. The same Form AOC-4 observation reported zero shareholders allotted shares through private placement during the reporting period, while the diligence finding says the correct number was one.

Black Opal’s financial-statement notes for financial years 2020-21 through 2023-24 also gave an incorrect incorporation date of September 6, 2020 instead of September 1, 2020. The notes stated that Black Opal had been incorporated under the Companies Act, 1956 rather than the Companies Act, 2013, and did not properly disclose the related party with which a related-party transaction had been entered.

How do the high- and medium-criticality findings differ?

Black Opal’s high-criticality observations primarily concern information in annual returns, Board’s Reports and financial records, whereas the five medium-criticality observations include attachments, e-form particulars, resolution certificates and financial-statement note errors. The stated criticality labels are those used in Black Opal’s due-diligence disclosure; they do not state that a regulator has determined liability or imposed a penalty.

The Board’s Report omissions cite Section 134(8) of the Companies Act, under which the diligence table lists a penalty of Rs 3 lakh for the company and Rs 50,000 for an officer. Several annual-return and e-form observations cite Section 450, while the financial-statement observations cite Section 129(7). These provisions describe potential statutory consequences rather than an assessed amount payable by Black Opal.

The medium-criticality findings included missing attachments to Form DIR-12 for the appointment of Pradeep Pasari. Consent in Form DIR-2, proof of identity and proof of residence were not attached. Black Opal’s diligence also found that e-forms filed with the Registrar of Companies used “NA” rather than dates and resolution numbers, while certified true copies of resolutions attached to e-forms did not state the signatory’s address.

The financial-statement observations classified as medium criticality carry separate consequences in the cited Section 129(7). The diligence table records no company monetary penalty in that row, but lists possible officer imprisonment for up to one year or a fine ranging from Rs 50,000 to Rs 5 lakh. That disclosure makes the nature of the cited statutory exposure different from the Section 134(8) Board’s Report item.

What has Black Opal done to address the discrepancies?

Black Opal said it filed Form GNL-2 with the Registrar of Companies, or RoC, for applicable observations. Black Opal described the errors as inadvertent and clerical, and said the filings were made to formally notify the RoC of discrepancies in the respective filings and maintain accurate records.

The 11 observations were included in a certificate dated November 14, 2025, issued by Makanand M. Joshi & Co., Practising Company Secretaries, bearing Unique Document Identification Number F0099290G001886112. Black Opal also said that GNL-2 filings and rectifications do not prevent the matters from being viewed as non-compliance with the Companies Act, applicable rules and Secretarial Standards.

Black Opal separately disclosed six delayed RoC form filings across financial years 2020-21 to 2024-25. The stated delays ranged from one day for an AOC-4 consolidated-financial-statements filing in 2021-22 to 16 days for Form ADT-1 in 2020-21, with additional fees ranging from Rs 100 to Rs 1,200. Black Opal said all pending forms had been filed and that it had not received a show-cause notice or regulatory fine or penalty for delayed or non-filed forms as of the disclosure.

Black Opal has appointed a Company Secretary and Compliance Officer to oversee legal and compliance matters. That is Black Opal’s disclosed mechanism for supporting timely compliance, but Black Opal also states that regulators may seek refiling, impose additional compliance obligations or take action against Black Opal, its directors or key managerial personnel.

Conclusion

Black Opal’s 11 findings show record-accuracy issues spanning annual returns, Board’s Reports, e-forms and financial-statement notes rather than one isolated filing mistake. The six high-criticality observations include the share-capital, director-remuneration and related-party disclosure matters, while the five medium-criticality observations cover supporting documents, e-form particulars, certified resolutions and financial-statement information.

The next matter to watch is whether the RoC seeks refiling, further information or other action after Black Opal’s applicable Form GNL-2 notifications. Black Opal has disclosed the appointment of a Company Secretary and Compliance Officer as its future compliance measure, while the prospectus leaves regulatory scrutiny, refiling requirements and any resulting penalties unresolved.