Century Business Media Cannot Verify Historic RoC Filings

Century Business Media Limited cannot verify whether certain historic Registrar of Companies (RoC) filings relating to equity share capital and registered-office changes were made after its 1999 incorporation. Century Business Media listed 14 records available through an RoC search report dated May 6, 2025, while disclosing that five separate later corporate-record discrepancy categories have been addressed or regularised.

What historic RoC filings cannot Century Business Media verify?

Century Business Media cannot assure that all filings concerning its historical equity share capital and registered-office changes were made with the RoC since incorporation in 1999. The company says it cannot trace certain secretarial records from that period and has extracted the relevant capital-allotment and office-change history from available minutes, share certificates and the statutory register maintained by the company.

The disclosure does not state that a regulator has found that particular historic filings were omitted. Instead, Century Business Media says incomplete filings on the RoC portal may restrict its ability to demonstrate past compliance in certain cases. If an authority identifies a deficiency or non-compliance, the company may be required to take corrective measures, make additional filings or respond to regulatory queries, which could involve time, cost or penalties.

Century Business Media obtained a search report from Kishan Kumar & Associates, a practising company secretary firm with Certificate of Practice No. 14830, dated May 6, 2025. The report supported the list of 14 records available with the RoC, but it did not allow the company to confirm every historic filing connected with its capital history and registered-office changes.

Which corporate-record lapses has Century Business Media addressed?

Century Business Media has identified five categories of later corporate-record discrepancies under the Companies Act, 2013 and earlier accounting rules. They cover clerical errors in electronic forms involving additional directors, unfiled vehicle-loan charge forms, missing attachments to financial-statement filings for financial years 2014-15 and 2015-16, and earlier non-compliance with Accounting Standard 15 (AS 15), the employee-benefits accounting standard.

Century Business Media says additional-director appointments affected by clerical errors in electronic forms have been ratified and regularised as of the Red Herring Prospectus date. The disclosure identifies Section 152 of the Companies Act, 2013 and relevant rules as applicable to those appointments. This is a distinct matter from the inability to verify all filings dating to 1999 because the director-appointment issue is described as having been regularised.

Century Business Media also says vehicle loans linked to the non-filing of Form CHG-1 have been fully repaid. Form CHG-1 is used for registration of the creation of a charge, or security interest, and the company identifies Section 77 of the Companies Act, 2013 as the relevant requirement. The disclosure notes that Section 86 and other applicable provisions may provide for penalties, despite the repayment of the underlying vehicle loans.

For financial year 2014-15, Century Business Media did not attach an audit report and cash-flow statement with its financial statements; for financial year 2015-16, it did not attach audited financial statements with the relevant filing. The company calls both omissions inadvertent and says it ensured compliance in subsequent filings. It also says the restated financial statements presented in the Red Herring Prospectus comply with AS 15.

Why do Century Business Media's historic RoC filings matter?

Century Business Media's historic RoC filing uncertainty matters because the company cannot use a complete RoC filing record to evidence all past compliance involving capital and registered-office changes. Its available company-held materials include minutes, share certificates and the statutory register, but the company says it cannot assure that corresponding filings were made with the RoC.

The disclosed risk is not a quantified current regulatory liability. Century Business Media does not report a regulatory demand, penalty or proceeding specifically arising from the unavailable historic records. It instead states that scrutiny, penalties or other adverse action relating to past corporate non-compliances could affect operations, financial condition, results of operations, reputation and its ability to raise further capital.

The status of the two disclosures is therefore different. The five later discrepancy categories identify provisions or periods, including Sections 77 and 152 and financial years 2014-15 and 2015-16, alongside stated remedial actions. The historic-record disclosure covers the period since the September 23, 1999 incorporation and remains unresolved because the company cannot verify the complete filing position.

How would Century Business Media pay a regulatory penalty?

Century Business Media says any regulatory penalty or other monetary liability imposed for disclosed past non-compliances will be paid from its internal accruals. The statement applies to the corporate-record discrepancies listed in the five categories and to liabilities that could arise from historic RoC-record deficiencies.

Century Business Media specifically says no portion of issue proceeds, including the amount proposed for general corporate purposes, will be used for a regulatory penalty or monetary liability. The disclosure does not state an amount set aside for such liabilities, a deadline for additional filings or an agreement with a regulator, so the financial effect depends on whether a review identifies a contravention and imposes a requirement.

What remains unresolved in Century Business Media's RoC record disclosure?

Century Business Media's unresolved matter is whether all historic filings supporting its equity share-capital history and registered-office changes can be verified at the RoC. The 14 available records include incorporation, constitutional, director, office, charge, compliance and financial documents, but the list does not establish that every filing over the period since 1999 is available or was made.

The uncertainty would continue unless Century Business Media can demonstrate the filing position using available evidence or completes corrective action required after a regulatory review. Its disclosed mechanism is limited to the reconstruction of historical details from internal statutory materials and the May 6, 2025 search report; it does not disclose a separate timetable to restore or replace unavailable historic filings.

Conclusion

Century Business Media has disclosed two related but different corporate-compliance risks. It says five later categories of discrepancies have been regularised, addressed through subsequent compliance, or involve loans that were repaid, while the company still cannot verify whether all RoC filings on historic capital and registered-office changes were made after its 1999 incorporation.

The next development to watch is a disclosed regulatory query, additional filing or corrective measure concerning the unverified historic records. Century Business Media has stated that any resulting monetary liability would be discharged from internal accruals and that issue proceeds, including funds proposed for general corporate purposes, would not be used for that purpose.