A show-cause notice is not correspondence. It is the first page of your defence — or the first exhibit against you. We defend listed and large companies before SEBI, the SAT, RoC adjudicators and MCA with replies built on the record, precedent and proportionality. Because that is what actually reduces penalties.
Regulators — SEBI, MCA/RoC, stock exchanges, RBI, CCI — enforce through a ladder: queries, inspections, show-cause notices, adjudication, penalties and directions. Each rung has deadlines, and each reply you file becomes part of a record that follows the matter to appeal. Most companies damage themselves not on the underlying facts but on careless replies: admissions made casually, documents produced selectively, deadlines missed.
Since February 2026, RoC adjudication under Section 454 decides minor defaults quickly and locally — the era of notices disappearing into a tribunal queue is over. Enforcement is faster now. Your defence has to be faster, and better built, than it used to be.
A show-cause notice has arrived — SEBI, exchange, RoC or MCA — and the reply date is closer than your internal comfort. The reply is the case; treat it that way from day one.
An inspection, audit or inquiry is under way — secretarial audit observations, SEBI inspection findings, SFIO or RoC scrutiny — and findings are about to harden into proceedings.
A penalty or direction has been issued and the appeal window (60 days for RoC orders to the Regional Director; SAT for SEBI orders) is running.
Replies drafted as defence documents: facts tied to evidence, law tied to precedent, proportionality argued with comparable orders. Every allegation answered; nothing admitted by accident.
Adjudication, whole-time-member proceedings, settlement applications where they serve you, and appeals to the Securities Appellate Tribunal — with honest advice on when to fight and when to settle.
Defence in Section 454 adjudication, compounding applications, and responses to RoC inspections and MCA inquiries — including the clean-up filings that often matter more than the argument.
Secretarial and regulatory audit findings answered point by point, with corrective action documented — the record that later proceedings will be judged on.
Personal liability mapping for directors and key managerial personnel, separate-representation strategy where interests diverge, and board reporting that keeps governance clean during proceedings.
Show-cause replies usually run on 15–45 day clocks set by the authority — we work to those, not around them. Adjudication typically concludes in 3–9 months; SAT appeals 12–24 months. Compounding: 4–8 months in most cases.
Each proceeding is scoped on the notice itself and quoted as a fixed stage fee (reply, hearing, order/appeal). Where a matter bundles several proceedings — common with SEBI plus exchange plus RoC — we quote the bundle as one programme.
A casual, incomplete or emotional reply becomes the authority's best evidence. Worse, an inaccurate statement to a regulator is a separate problem of its own. Every word is checked against documents before it goes.
Regulatory clocks do not pause for internal approvals. A delayed reply reads as no reply, and ex parte orders follow. Diarise the date the day the notice arrives — we do this in the first hour.
Some matters should be settled — SEBI settlement, compounding, consent — because the cost of winning exceeds the penalty. Pride is an expensive litigation strategy; we advise on numbers, not ego.
Notice logged, deadlines diarised, documents preserved, board informed appropriately. Nothing is replied to in haste; nothing is allowed to lapse.
Facts assembled from primary documents, comparable orders researched, legal grounds structured. The reply is drafted as the foundation of any later appeal.
Personal hearings prepared and attended with the responsible officers — consistent with the written record, always.
Order complied with or appealed in time — and the underlying compliance gap fixed, so the same notice never arrives twice.
Preserve everything, diarise the reply date, and do not respond informally. The SCN's allegations and the documents relied on define the battlefield; our first job is a document-anchored reply plan and, where justified, an extension request made properly and early.
Yes — adjudicating officers must weigh the factors in Section 15J (disproportionate gain, loss to investors, repetitiveness), and well-argued replies with precedent routinely produce lower penalties or dropped charges. A silent file produces the maximum.
Compounding settles a Companies Act offence by paying a fee instead of facing prosecution. For procedural defaults it is usually the rational route — it closes criminal exposure for the company and officers. Not every offence is compoundable; we check eligibility first.
File what is pending (the daily fee meter is still running), then reply to the adjudication with grounds and mitigation. Since 2026 the RoC decides these directly and quickly; appeals lie to the Regional Director within 60 days of the order.
Where a director's interest may diverge from the company's — personal liability, independent-director defences under Section 149(12), KMP exposure — yes. We flag the divergence early and structure representation so privilege and duties stay clean.
A mechanism to settle proceedings by paying a settlement amount and accepting terms, without admitting or denying guilt in most cases. It suits matters where certainty and closure beat the cost and publicity of a long fight. Timing matters — settlements are generally sought before the order.
SEBI orders and SAT decisions are public; RoC adjudication orders are published too. Listed companies also carry LODR disclosure duties for material proceedings. We plan communications and disclosures alongside the defence, not after.
That is usually the point. Our secretarial practice closes the gap — filings, registers, policies — and the corrective record itself becomes mitigation in the proceedings.
Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.
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