Kanohar records gaps leave transfer terms unverifiable

Kanohar Electricals Limited says historical corporate records are missing or contain errors, while transfer prices and consideration for certain promoter-related share transfers cannot be verified. The disclosure matters because promoters and the promoter group held 74,231,991 of Kanohar’s 74,440,000 Equity Shares, or 99.72%, when the Draft Red Herring Prospectus was filed.

What records does Kanohar say are missing?

Kanohar says secretarial and corporate records for certain past share allotments, share forfeitures and the subdivision of its Rs 100 face-value shares into Rs 10 shares are not traceable. The company collectively calls these documents Corporate Records, and says GDR & Partners LLP, practising company secretaries appointed by Kanohar, searched both company-held material and records maintained at the Registrar of Companies, or RoC.

The disclosed search report is dated September 9, 2025. Kanohar says the search included physical inspection at the RoC, verification of documents held by the company, review of the Ministry of Corporate Affairs portal, and examination of available RoC material. GDR & Partners LLP confirmed the unavailability of the specified Corporate Records through that process, rather than reconstructing the missing original documents.

The missing material covers events across a capital history that began with two Rs 100 shares subscribed on October 28, 1972. Kanohar’s capital history records later bonus issues, a 1994 subdivision and rights issue, a 1995 public issue, forfeitures in 2009 and 2016, and a 2025 subdivision to Rs 2 shares followed by a bonus issue of 55,830,000 Equity Shares.

Why are Kanohar’s historical corporate records important?

Kanohar’s historical corporate records are important because they support the documented route from earlier allotments and corporate actions to the present ownership structure. As of the draft prospectus date, Kanohar had paid-up capital of 74,440,000 Equity Shares of Rs 2 each, with an aggregate nominal value of Rs 14.89 crore, compared with authorised share capital of Rs 17 crore.

The company reports that its share face value changed materially over time. Following board and shareholder resolutions dated August 14 and August 27, 2025, respectively, 3,722,000 shares of Rs 10 each became 18,610,000 Equity Shares of Rs 2 each. The September 19, 2025 bonus issue, at three Equity Shares for every one held, then increased the number to 74,440,000 Equity Shares while paid-up capital became Rs 14.89 crore.

Kanohar also identifies errors in older corporate records, principally names recorded differently in board resolutions and Forms 2 filed with the RoC. Form 2 was the filing used for historical allotment reporting. The prospectus lists variations involving family members and Hindu undivided families, or HUFs, alongside the missing records, meaning the disclosed capital-history reconstruction must account for both unavailable documents and recorded-name inconsistencies.

Which promoter share transfers have unverifiable terms?

Kanohar says the transfer price and nature of consideration for certain secondary Equity Share transfers involving promoters and promoter-group members are unavailable. The company says relevant supporting documents, including Form 7B submitted by transferors and executed transfer deeds, are not traceable. Form 7B was used for a transfer of shares under the earlier company-law framework.

The transaction schedule spans transfers from August 30, 1990 through March 31, 2017, and repeatedly marks both price and consideration as “Not available.” It includes 331,635 shares transferred from Vivek Singhal to Dinesh Singhal on March 31, 2017, 287,502 shares transferred from Abhishek Singhal to Dinesh Singhal on the same date, and 266,014 shares transferred from Virat Singhal to Adesh Singhal, all at a Rs 10 face value without disclosed transfer consideration.

This differs from transactions explicitly classified as gifts or transmissions. On August 4, 2017, six disclosed gifts transferred a combined 3,609,500 Rs 10 shares to K Sons Family Trust, including 1,435,960 shares from Dinesh Singhal and 926,831 shares from Adesh Singhal. Later gifts followed the Rs 2 subdivision, including several December 2025 transfers of 1,998 or 1,999 Equity Shares to K Sons Family Trust.

How has Kanohar supported its reconstruction of transfer history?

Kanohar has relied on undertakings from individual promoters and promoter-group members, a board record and an external company-secretary certificate where transfer backup documents are unavailable. The undertakings are dated January 23, 2026, as is the board action taking them on record and the certificate cited in the transfer-history note.

The disclosed approach means the history of affected transactions relies partly on representations by parties to those transactions rather than original executed deeds or Form 7B documents. Kanohar separately says GDR & Partners LLP issued a January 23, 2026 certificate on the build-up of the company’s and promoters’ Equity Share capital, as well as a search report on missing records.

Kanohar informed the RoC of missing forms through a letter dated January 23, 2026. The company nevertheless states that all issuances of specified securities since inception complied with the relevant provisions of the Companies Act, 1956 and the Companies Act, 2013, as applicable. That statement accompanies its separate disclosure that some historical records are unavailable, some contain errors, and certain past filings were delayed.

What does Kanohar’s current ownership structure show?

Kanohar’s current ownership structure shows that the promoter and promoter group collectively own 99.72% of pre-offer Equity Share capital. K Sons Family Trust held 72,203,991 Equity Shares, or 97.00%, while Kanohar International Private Limited held 2,028,000 Equity Shares, or 2.72%, according to the promoter-shareholding table.

The remaining public holding was 208,009 Equity Shares, or 0.28%, held by 43 shareholders. Kanohar says 34 public shareholders collectively holding 208,000 Equity Shares were untraceable, and their shares were credited to a demat suspense account rather than their respective demat accounts. A demat suspense account is an account used to hold securities when the holder cannot be contacted or credited.

The concentration was broadly similar in the comparison presented in the draft prospectus. One and two years before filing, K Sons Family Trust held 3,609,500 Rs 10 shares, or 96.98%, and Kanohar International Private Limited held 100,400 shares, or 2.72%, taking the two holdings to 99.70%. The current 99.72% follows the Rs 2 subdivision and September 2025 bonus issue, alongside subsequent small gifts.

Conclusion

Kanohar’s disclosure does not state that its historical capital actions were invalid. It does state that original records for some allotments, forfeitures and a share subdivision cannot be traced, and that consideration details for certain secondary promoter transfers cannot be verified from underlying transfer documents. Given that the promoter and promoter group own 99.72% of the company, the record gap is directly relevant to the evidential trail behind concentrated ownership.

The next disclosed point to watch is whether any legal proceedings or regulatory action arise from missing records, errors or delayed filings, which Kanohar says it cannot rule out. Kanohar has also committed to report any Equity Share transaction by promoters or promoter-group members between filing of the draft prospectus and the offer closing date to stock exchanges within 24 hours.