The Company seeks compounding for missed 2020 PAS-3 filing

The Company has sought compounding for not filing E-Form PAS-3 relating to its March 25, 2020 bonus allotment of 17.73 lakh equity shares. The Company says it filed an application with the Regional Director, Eastern Region, West Bengal, on September 27, 2025, after disclosing the missed filing in its capital-structure history.

What PAS-3 filing did The Company miss for its 2020 bonus issue?

The Company missed E-Form PAS-3 for the allotment of 17.73 lakh bonus shares made on March 25, 2020. The capital-history table states that the form was not filed with the Registrar of Companies, or RoC, for that allotment. The disclosure describes the omission as a discrepancy and does not state that the form was subsequently filed.

The Company’s disclosure concerns a bonus issue, under which shares were allotted other than for cash through capitalisation of reserves. The March 25, 2020 allotment was made at a ratio of nine equity shares for every one equity share held, with each share carrying a face value of Rs 10. The 17.73 lakh shares increased cumulative paid-up equity capital from Rs 19.70 lakh to Rs 1.97 crore.

The omission is identified specifically for the March 2020 allotment in the supplied capital history. That history records an initial subscription and four further cash allotments between incorporation and March 31, 2005, followed by the 2020 bonus issue and a second bonus issue on February 6, 2025. The disclosed PAS-3 matter is therefore distinct from the wider list of equity-capital changes.

How large was The Company’s 2020 bonus allotment?

The Company’s 2020 bonus allotment was 17.73 lakh shares, equal to nine times the 1.97 lakh shares outstanding immediately before the issue. The cumulative share count rose from 1.97 lakh to 19.70 lakh shares on March 25, 2020. At Rs 10 face value per share, the added paid-up share capital was Rs 1.77 crore.

The Company identifies three recipients of the 2020 shares. Bhani Ram Sureka received 4.63 lakh shares, Shrawan Kumar Sureka received 5.06 lakh shares and Adarsh Sureka received 8.05 lakh shares. Their disclosed allocations total 17.73 lakh shares, with Adarsh Sureka receiving the largest allocation under the 9:1 ratio.

One later table contains a numerical inconsistency that should be separated from the capital-history total. It prints 1,77,30,000 shares in the row describing the March 25, 2020 issue, but lists the same three allottees whose stated allocations total 17.73 lakh shares. The capital-history table, the PAS-3 footnote and the cumulative-share movement each use 17.73 lakh shares.

When did The Company apply for compounding?

The Company filed its compounding application on September 27, 2025 with the Regional Director, Eastern Region, West Bengal. The draft prospectus does not disclose an order, penalty, hearing date or final outcome for that application. It says only that the application was filed in furtherance of the identified PAS-3 discrepancy.

The filing came in the same month that The Company’s proposed equity issue was authorised. The board authorised an issue of up to 56.90 lakh equity shares on September 1, 2025, and shareholders approved it through a special resolution at an extraordinary general meeting on September 25, 2025. The compounding application was filed two days after the shareholder approval.

Amit Ray & Co., Chartered Accountants, certified The Company’s capital build-up in a certificate dated September 26, 2025, one day before the application. Separately, Baid & Bengani Associates LLP prepared an RoC search report dated September 29, 2025. These disclosures place the capital-record certification, the application and the search-report documentation within four days.

How did The Company’s capital change after the missed filing?

The Company’s paid-up equity capital rose from 19.70 lakh shares after the 2020 issue to 1,18,20,000 shares after the February 6, 2025 bonus issue. The 2025 issue comprised 98.50 lakh shares in a 5:1 ratio, again at a face value of Rs 10 and for consideration other than cash. Cumulative paid-up capital increased by Rs 9.85 crore, from Rs 1.97 crore to Rs 11.82 crore.

The Company increased its authorised share capital to Rs 18 crore on January 7, 2025, comprising 1,80,00,000 equity shares of Rs 10 each. Paid-up capital before the proposed issue was 1,18,20,000 shares, or Rs 11.82 crore at face value. The proposed issue of up to 56.90 lakh shares would take paid-up capital to up to 1,75,10,000 shares, or Rs 17.51 crore.

The 2025 bonus issue was distributed among seven holders, compared with three recipients in the 2020 issue. Pratyaksh Shrawan Sureka received 88.12 lakh of the 98.50 lakh shares allotted in February 2025, while Krishna Shrawan Sureka received 8.40 lakh and Aanchal Pratyaksh Sureka received 98,500. The current capital structure therefore incorporates both the 2025 allotment and the 2020 allotment subject to the PAS-3 application.

What do The Company’s current disclosures say about shareholding and compliance?

The Company reports that seven promoter and promoter-group shareholders held all 1,18,20,000 pre-issue equity shares as of the draft prospectus date. It reports no public shareholding, partly paid-up shares, convertible securities, warrants or promoter shares pledged or otherwise encumbered. All 1,18,20,000 shares are reported in dematerialised form.

The Company’s four shareholders with holdings of at least 1% together held 99.98% of pre-issue capital. Pratyaksh Shrawan Sureka held 1,05,73,800 shares, or 89.46%; Krishna Shrawan Sureka held 10,08,000 shares, or 8.53%; and Adarsh Sureka and Aanchal Pratyaksh Sureka each held 1,18,200 shares, or 1.00%. This ownership concentration follows the February 2025 bonus issue rather than the three-person allocation disclosed for March 2020.

The disclosures also state that The Company has complied with the Companies Act, 2013 and rules made under it for all allotments since incorporation. That general statement appears alongside the specific disclosure that E-Form PAS-3 was not filed for the March 2020 issue and that a compounding application was filed on September 27, 2025. The draft prospectus does not reconcile the two statements or disclose the Regional Director’s response.

Conclusion

The Company’s disclosed regulatory matter is narrowly identified but affects its capital history: E-Form PAS-3 was not filed for a March 25, 2020 bonus allotment of 17.73 lakh shares. That issue increased paid-up capital from Rs 19.70 lakh to Rs 1.97 crore and forms part of the capital chain leading to 1,18,20,000 pre-issue shares.

The next disclosed development to watch is the outcome of the September 27, 2025 compounding application before the Regional Director, Eastern Region, West Bengal. The Company has approval to issue up to 56.90 lakh further shares following its September 1, 2025 board resolution and September 25, 2025 shareholder resolution, but has not disclosed a decision on the PAS-3 matter.