sebi:QJA/GR/CFD/CFD-SEC-1/31378/2025-26

SEBI · SEBI · 2023-07-13 · G Ramar, Quasi-Judicial Authority, Securities and Exchange Board of India

Reviewed by Varun Matlani, Advocate — Securities Lawyer practicing in SAT and SEBI

Facts / Headnote

NESCO Limited held liable for multiple LODR and Companies Act violations and imposed total monetary penalty of Rs.5,00,000

Provisions invoked

Regulations relied on

Parties

Holding

NESCO Limited violated Regulations 25(2), 27(2) read with 4(1)(c), 17(1C), 16(1)(b)(iv), 17(10)(b) and 30(2) read with Schedule III of LODR Regulations read with Section 149(10) of Companies Act, and is liable to penalty of Rs.2,00,000 under Section 15A(b) and Rs.3,00,000 under Section 15HB of SEBI Act.

Full text

Order in the matter In the matter of NESCO Limited Page 2 of 28 Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘LODR Regulations’), read with Section 149(10) of the Companies Act, 2013 by continuing Shri Manu M Parpia as an independent director on its Board after expiry of his tenure. 2.2. Regulation 27(2) read with Regulation 4(1)(c) of the LODR Regulations by wrongly classifying Shri Manu M Parpia as an Independent Director in the Corporate Governance Reports. 2.3. Regulation 17(1C) of the LODR Regulations for failure to take approval of the shareholders in the ensuing general meeting for appointment of 03 independent directors. 2.4. Regulation 16(1)(b)(iv) of the LODR Regulations and Section 149(11) of the Companies Act, 2013 in failing to determine the eligibility of Shri Manu M Parpia as an Independent Director. 2.5. Regulation 30(2) read with Clause 12 of para A of Part A of Schedule Ill of the SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, due to delayed disclosure of Postal Ballot Notice dated August 04, 2023

Order in the matter In the matter of NESCO Limited Page 3 of 28 Settlement Order of Shri Manu M Parpia 4. Subsequently, Shri Manu M Parpia filed a settlement application dated July 03, 2024 with SEBI in terms of SEBI (Settlement Proceedings) Regulations, 2018 (hereinafter referred to as “Settlement Regulations”) proposing to settle the pending proceedings through a Settlement Order without admitting or denying the findings of fact and conclusions of law. Based on the same, the proceedings initiated against Shri Parpia were disposed of vide Settlement Order dated January 01, 2025.

Order in the matter In the matter of NESCO Limited Page 4 of 28 LODR Regulations, filed CGRs in the standard format provided by SEBI, for the quarters ending June 2022, September 2022, December 2022 and March 2023, representing that Shri Parpia’s was a non-executive ID in the Company. b) It immediately informed SEBI and the Stock Exchanges about the incident and made appropriate disclosures to avoid misleading the public at large. The disclosure further specified that the Board was in the process of "evaluating and undertaking appropriate steps to re-appoint and regularise the re- appointment of Shri Parpia as an Independent Director. c) In order to avoid the recurrence of such incidents in the future, the Company has also taken steps to put in place measures such as creation of alerts and reminders as well as updating its compliance tool. d) A request for rectification of the CGRs was not made by the Company since such request for reports filed in the past could portray incorrect or misleading

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Source: SecMarx — sebi:QJA/GR/CFD/CFD-SEC-1/31378/2025-26. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.