Om Galaxy faces record gaps and pending Companies Act adjudication

Om Galaxy Limited is seeking an IPO listing while disclosing historical Companies Act compliance gaps: four specified secretarial records cannot be traced, seven charge-related forms were not filed, and two adjudication applications remain pending before the Registrar of Companies, Mumbai-II. The applications concern filing errors and a physical-form rights issue in 2025.

What historical records cannot Om Galaxy trace?

Om Galaxy cannot trace four identified secretarial documents dating from November 25, 2011 to September 30, 2019. The missing items comprise share-transfer deeds for 1,500 equity shares transferred to Meena O Baddhan in 2011 and 500 shares transferred to her in 2014, Form MGT-14 for a February 2, 2015 resolution, and attachments to Form AOC-4 filed on September 30, 2019.

Om Galaxy also cannot trace challan or receipt copies for all statutory forms it filed with the Registrar of Companies, or RoC, from incorporation through the financial year ended March 31, 2022. A challan is a filing acknowledgement or payment record. Om Galaxy made applications to RoC Mumbai-II on January 2, 2026 and March 29, 2026 to report its inability to trace the forms and attachments, but said a detailed RoC search did not retrieve them.

Om Galaxy commissioned D N Vora and Associates, Company Secretaries, an independent practising company-secretary firm, to conduct a physical RoC-record search. Its resulting report is dated March 30, 2026. For capital-structure disclosures in its Red Herring Prospectus, Om Galaxy said it relied instead on documents available in its records, including the register of members and board resolutions.

What Companies Act charge-filing lapses did Om Galaxy identify?

Om Galaxy identified seven historical instances in which it did not file Form CHG-1 for the creation or modification of charges connected to secured bank borrowings. A charge is a security interest recorded against company assets for a lender. The events span 2016 to 2022 and cover machinery, vehicle and term loans from Bharat Co-Op Bank Limited, Kotak Mahindra Bank, Bank of Baroda and HDFC Bank Limited.

The oldest identified omission concerns a machinery loan from Bharat Co-Op Bank Limited in 2016. The other six relate to Kotak Mahindra Bank vehicle loans in 2017, 2018 and 2022; an HDFC Bank vehicle term loan in 2020 and vehicle loan in 2022; and a Bank of Baroda vehicle loan in 2022. Om Galaxy stated that each secured loan associated with an unfiled form had been closed as of the prospectus date.

Closure of the underlying loans does not remove the disclosed possibility that a regulator could take cognisance of the seven historical non-compliances. Om Galaxy said it would address any regulatory action promptly. The company separately acknowledged delays in other statutory filings, for which it made filings after the prescribed period and paid late fees, while stating it cannot assure future filings will always be made within statutory time limits.

Why are Om Galaxy’s adjudication applications still material?

Om Galaxy has two applications pending for adjudication, a Registrar of Companies process to determine penalties for alleged statutory defaults. The first application, dated March 13, 2026, concerns errors in Forms 23AC, 20B, MGT-7 and AOC-4 and covers provisions of the Companies Act, 2013 and the earlier Companies Act, 1956. The application identifies missing directors’ reports, non-filing of AOC-2 in directors’ reports, omitted Director Identification Numbers in financial statements, inconsistent meeting dates and mismatches in shareholding information.

The second application, dated March 16, 2026, concerns equity shares issued through a rights issue on March 31, 2025 and April 11, 2025 in physical form. Om Galaxy said this did not comply with Section 29(1)(b) and Rule 9A, which require an unlisted public company’s promoter, director and key managerial personnel holdings, as well as new securities issues, to be in dematerialised, or demat, form. Both applications remained pending, so Om Galaxy cannot state when orders will be passed or whether fines or penalties will result.

The potential outcome matters because repeat non-compliance could expose Om Galaxy, its promoters and directors to additional penalties. Om Galaxy said no legal proceeding or regulatory action had been initiated against it for the described non-filings, incorrect filings or delayed filings as of the prospectus date. It also said any eventual fines, penalties or fees related to these matters would be paid from internal accruals, not from gross issue proceeds or funds earmarked for general corporate purposes.

What corrective steps has Om Galaxy taken?

Om Galaxy said several historical discrepancies and clerical errors arose because it had not appointed a qualified professional to manage its processes. The cited inconsistencies include MGT-7 or Form 20B annual returns, directors’ reports under Section 134, Form PAS-3 allotment filings, auditor-appointment forms and corporate records. In one PAS-3 error, the consideration for a rights-issue allotment was stated incorrectly.

Om Galaxy has refiled certain forms where possible and appointed a Company Secretary and Compliance Officer as a corrective measure. This action is intended to reduce delayed or incorrect future filings, but it does not reconstruct the two missing share-transfer deeds, the unavailable AOC-4 attachments, or filing receipts absent for the period through March 31, 2022. The effectiveness of the control change will depend on timely, accurate future filings and the maintenance of underlying corporate records.

The disclosure also sits alongside an existing financial-reporting qualification. Om Galaxy’s statutory auditor said in an examination report dated August 20, 2026 that Om Galaxy had not provided for interest on delayed payments to micro and small enterprise suppliers and that payment-delay data was not readily available to quantify the effect. Om Galaxy said no such supplier had made a claim, demand, interest invoice or initiated proceedings as of the prospectus date, though statutory interest may be claimed subject to the applicable limitation period.

Conclusion

Om Galaxy’s disclosed compliance position is defined by historical documentation gaps, seven closed-loan charge-filing omissions and two unresolved adjudication applications. The missing records affect the evidentiary trail for selected share transfers and statutory filings, while the pending applications leave the amount and timing of any Companies Act penalties undetermined. Om Galaxy has acknowledged that future regulatory proceedings remain possible despite no action having been initiated for the listed historical matters as of the prospectus date.

The next disclosed milestones are adjudication orders on the March 13 and March 16, 2026 applications and Om Galaxy’s ability to sustain the corrective process after appointing a Company Secretary and Compliance Officer. Readers can also watch whether Om Galaxy’s future statutory filings are made within applicable deadlines and whether it can remedy discrepancies through refiling where permitted, since it has stated that certain documents and filing receipts remain unavailable.