The Company says early ROC filings remain untraceable

The Company says Form 2 filings with the Registrar of Companies, or ROC, for 13 equity-share allotments from December 1986 to February 1991 are not traceable in ROC records. It also cannot locate certain historic share-transfer and transmission forms, and has reconstructed parts of its capital history using corporate records that remain available.

What early ROC filings cannot The Company trace?

The Company cannot trace Form 2 filings for 13 allotments made between December 18, 1986 and February 22, 1991. Form 2 is the ROC filing identified in the prospectus for those allotments. The sequence began with an allotment of 2,350 equity shares on December 18, 1986 and ended with 740 shares on February 22, 1991, when the face value was Rs. 100 per share.

The 13 allotments took cumulative equity shares from 70 at incorporation to 25,740 by February 1991. The capital-history table records paid-up capital of Rs. 7,000 at incorporation and Rs. 25.74 lakh after the February 1991 allotment. M/s. Jamb & Associates, a practising company secretary, certified that the specified Form 2 filings were not traceable and were unavailable in ROC records.

The record gap extends beyond the 13 allotments. The Company’s risk factor says it cannot trace some historical and corporate records relating to ROC filings for equity-share allotments, statutory-auditor appointments, director appointments and financial-statement filings. The Company was incorporated in 1986 and states that it cannot assure investors that no future legal proceedings or regulatory actions will arise from the missing filings and records.

How did The Company reconstruct its capital history?

The Company says it relied on financial statements, statutory registers, minutes and share certificates, to the extent available, to establish the issue price, consideration and nature of the 13 early allotments. The capital-history table classifies all 13 as cash allotments at Rs. 100 per share. These documents are alternative evidence and do not replace the unavailable Form 2 filings in ROC records.

The reconstructed chronology records a September 30, 1996 subdivision of 25,740 shares with a Rs. 100 face value into 2,57,400 shares with a Rs. 10 face value. A May 9, 1997 rights issue then allotted 51,480 shares at Rs. 20 each, including premium, taking cumulative paid-up capital to Rs. 30.89 lakh. The subdivision changed the number and face value of shares, while the rights issue added capital for cash.

The Company also says it conducted internal searches and engaged an independent practising company secretary to conduct online searches of the Ministry of Corporate Affairs portal and physical searches at the ROC. Those efforts did not locate the relevant historic transfer or transmission forms. The Company therefore used annual returns, board resolutions and its share-transfer registers to derive the disclosed transfer details.

Which promoter transactions lack original transfer records?

The Company says share-transfer and transmission forms for transfers described in the promoter capital build-up could not be traced because the relevant information was unavailable in records maintained by The Company or its promoters. The affected history includes transactions from July 29, 1987 to March 17, 2003 and transmissions in August 2005, December 2010 and February 2026. The prospectus does not quantify how many individual forms are unavailable.

For example, the promoter history records Anil Dass acquiring 100 shares from Anisha Bhandari on July 29, 1987 at a face value of Rs. 100 per share. It also records Sowar Private Limited acquiring 64,400 shares from Uniso Trading Private Limited on March 17, 2003 at Rs. 15.48 per share. The Company presents both transactions in its capital build-up, while disclosing that the relevant primary transfer documentation could not be traced.

The stated reconstruction matters because promoter ownership is concentrated. Four named promoters, Sowar Private Limited, Cecilia Margareta Singh Ramel, Anil Dass and Shashi Singh, collectively held 57,62,032 equity shares, or 67.53% of pre-offer capital. Sowar Private Limited alone held 40,80,672 shares, or 47.82%, while promoters and the promoter group together held 74,49,051 shares, or 87.30%.

How has The Company’s share capital changed since 1991?

The Company’s share count rose sharply after the period covered by the missing Form 2 filings, principally through a 1996 subdivision, a 1997 rights issue and bonus issues. The October 23, 2009 bonus issue allotted 1,08,10,800 shares in a 35:1 ratio, lifting cumulative shares to 1,11,19,680. Unlike a cash issue, a bonus issue adds shares to existing holders without cash consideration for the allotment.

Two buybacks subsequently reduced the cumulative share count. The November 18, 2021 buyback cancelled 16,38,880 shares at Rs. 56.43 per share, reducing cumulative shares to 94,80,800, and the September 24, 2024 buyback cancelled 23,70,200 shares at Rs. 55 per share, reducing them to 71,10,600. The capital-history table then records a March 17, 2026 bonus issue of 14,22,110 shares, bringing the total to 85,32,713.

The prospectus contains a three-share difference in its March 2026 bonus-issue disclosures. The capital-history table states 14,22,110 shares, whereas the detailed allottee list states 14,22,113 shares; both describe a 1:5 bonus ratio. As of the red herring prospectus date, The Company reports 85,32,713 paid-up equity shares of Rs. 10 face value, representing paid-up capital of Rs. 8.53 crore, against authorised capital of Rs. 18 crore.

What does the disclosure say about regulatory exposure?

The Company says missing filings and corporate records could result in legal proceedings or regulatory actions in the future, which may affect its financial condition and reputation. This is a risk disclosure rather than a statement that proceedings have begun. The prospectus separately states that The Company complies with the Companies Act, 1956 and the Companies Act, 2013 in respect of securities issuance from inception through the red herring prospectus filing.

The two disclosures address different points. The compliance statement concerns The Company’s stated compliance status for securities issuance, while the risk factor identifies incomplete primary documentation for historic corporate actions and filings. The risk would remain relevant if original records are not located or if a regulator or another party contests a reconstructed transaction using different evidence.

The proposed offer would expand paid-up capital but does not state that it resolves the historic-record issue. The capital structure provides for a fresh issue of up to 23,26,000 equity shares, taking paid-up shares from 85,32,713 to 1,08,58,713 after the offer. An offer for sale of up to 5,54,000 shares would transfer existing holdings and would not itself increase paid-up capital.

How does the offer change promoter ownership and capital?

The Company’s four promoters are expected to retain 57,62,032 shares after the offer, but their percentage holding is shown falling from 67.53% before the offer to 53.06% after it. That change reflects the larger post-offer capital base of 1,08,58,713 shares rather than a stated sale by those four promoters. The promoter group is separately shown selling shares through the offer for sale.

Promoters and the promoter group together are shown holding 69,85,806 shares, or 64.34% of post-offer capital, compared with 74,49,051 shares, or 87.30%, before the offer. The difference includes offered shares held by Pawan Singh, Anjali Singh, Trishna Singh, Karan Singh, Anil Henrik Ramel Singh and Chaya Cecilia Ramel Homann. The prospectus also says no promoter shares were pledged as of its date.

Conclusion

The Company has disclosed that 13 Form 2 allotment filings from 1986 to 1991 and certain historic transfer and transmission forms cannot be traced. Its reported capital and promoter ownership history is therefore supported partly by alternative documents, including statutory registers, financial statements, annual returns, board resolutions and share-transfer registers, rather than by all original filings and forms.

The next disclosed development to watch is the proposed fresh issue of up to 23,26,000 shares, which would raise paid-up shares to 1,08,58,713 after the offer. The Company also adopted its HGS ESOP 2026 employee stock option plan in February and March 2026 for up to 30,000 shares, although it reported no options granted as of the red herring prospectus date.