Mardia Samyoung Capillary Tubes Company Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Mardia Samyoung Capillary Tubes Company Ltd’s FY2025-26 audit is clean on the surface, but the same report flags five areas requiring attention, including unverified receivables, inventory, and loans, plus a qualified opinion on internal financial controls. The company also carries a multi-year record of SEBI/BSE compliance failures, auditor churn with a non-peer-reviewed statutory auditor, and a 2024-25 open offer that transferred control to Torextron Ventures while triggering board reconstitution. Contingent liabilities from long-running customs, excise, and income tax disputes remain unresolved.

Key findings

  1. The auditor kept the financial-statement opinion clean for FY2025-26, but the same report carries five Emphasis of Matter paragraphs and a qualified internal-financial-controls opinion Major - S K Bhavsar & Co. issued an unqualified opinion on the standalone financial statements as at March 31, 2026, dated May 12, 2026, UDIN 26180566OSLNTR4114. The FY2025-26 auditor’s report states management did not furnish balance confirmations, party-wise reconciliations, or age-wise analysis for certain Trade Receivable and Trade Payable balances as at March 31, 2026, and the auditor was unable to satisfy existence, completeness, accuracy, and recoverability, with impact not ascertainable. The FY2025-26 auditor’s report states no satisfactory supporting documents were available for completeness of inventory valuation as at March 31, 2026, and the auditor could not obtain appropriate audit evidence. The FY2025-26 auditor’s report states the company did not appoint an Internal Auditor for the entire FY 2025-26, non-compliance with Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014. The FY2025-26 auditor’s report states bifurcation between MSME and non-MSME creditors was not provided for significant trade payables, non-compliance with the Micro, Small and Medium Enterprises Development Act, 2006, and advances paid to suppliers were unconfirmed. The FY2025-26 auditor’s report states confirmations and supporting loan agreements for loans granted by the company were not made available, and accuracy, recoverability, and the interest-free nature could not be verified. CARO clause xiv states the company does not have an internal audit system commensurate with the size and nature of its business, and no Internal Audit Reports were provided for the period under audit. Annexure B on Internal Financial Controls carries a qualified opinion identifying a material weakness: documentation of specific policies/procedures and IT Controls pertaining to internal financial controls over financial reporting is not adequate and needs strengthening. CARO clause xvii states the company has not incurred cash losses in the current financial year but incurred Rs. 8.65 Lakhs losses in the immediately preceding financial year. In FY2024-25, Agrawal & Agrawal Associates issued an unqualified opinion dated 30.05.2025, with Emphasis of Matter paragraphs stating the company sold land, building and industrial gala, sold its entire plant and machinery, wrote off entire inventories of Rs. 74,28,772/- as obsolete, and ceased its entire operation. The FY2024-25 CARO clause iii reported the company granted short-term advances of Rs. 2,20,29,400/- to other parties covered in the register maintained under Section 189, of which Rs. 1,75,00,000/- was received as on date, with terms and conditions not stipulated. On 12 May 2026, the company declared that statutory auditor M/s. S K Bhavsar & Co issued an Audit Report with an unmodified/unqualified opinion for the audited financial results for the year ended 31 March 2026.
  2. The company has a multi-year record of SEBI/BSE compliance failures and trading suspension, with secretarial audit findings for FY2025-26 identifying eight specific non-compliances including failure to maintain a qualified Company Secretary as Compliance Officer Major - The FY2025-26 secretarial audit identified eight non-compliances: non-compliance with Trading Window Closure under SEBI (PIT) Regulations for the quarter ended March 2025; XBRL prior intimation of Board Meeting for approval of financial results for the quarter ended March 31, 2025 not submitted; newspaper advertisement within 48 hours of board meeting approving financial results for quarters ended March 31, 2025 and June 30, 2025 not published; SDD Compliance Certificate for quarter March 31, 2025 not submitted; Closure of Trading Window in PDF & XBRL mode for period ended June 30, 2025 not submitted; Certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for quarter ended June 30, 2025 not submitted; delay in submission of XBRL of Change in Management announcement dated May 25, 2026; and delay in appointment of qualified Company Secretary as Compliance Officer. The Corporate Governance report for FY2025-26 contains a statement that “There are various instances of non-compliance by the Company and penalties or strictures imposed on the Company by the Stock Exchange/(s) or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years”. The company disclosed in November 2022 that trading of its shares was suspended and the company was in the process of lifting the suspension per a BSE notice. The company disclosed in November 2022 that it failed to file compliance under SEBI (SAST) Regulations, 2011 due to “clerical default”. The company disclosed in November 2022 that it failed to file Form MGT-7 for FY 2019-20 and FY 2020-21 and was in the process of filing. The company disclosed in November 2022 that it was a “Sick Company” and not in a financial position to maintain a website.
  3. Auditor churn and a non-peer-reviewed statutory auditor, with a resignation during FY2025-26 and a fresh five-year appointment sought at the 2026 AGM Major - M/s Agrawal & Agrawal Associates served as statutory auditors for FY2024-25, appointed for five years till the conclusion of the 35th AGM in 2027, but “The Statutory Auditors are not peer reviewed firm and are not eligible to hold office as Statutory Auditors of your Company”. Statutory auditors resigned during FY2025-26; CARO clause xviii states all related compliances were complied with by the company. M/s S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W), held office as statutory auditors for FY2025-26 till the ensuing AGM in 2026, and approval was sought to appoint them for a term of 5 financial years (FY2026-27 to 2030-31) from the conclusion of the 2026 AGM. Total fees paid to the statutory auditor for FY2025-26 were ₹2.59 Lakh for all services. The Secretarial Audit Report for FY2024-25, conducted by CS Abhishek Chhajed of M/s SCS AND CO. LLP, noted that the statutory auditor Agrawal & Agrawal Associates does not hold a Peer Reviewed Certificate, and audit of listed companies requires peer review per ICAI.
  4. A 2024-25 open offer transferred control from the selling promoters to Torextron Ventures, triggering a full board reconstitution, while promoter shareholding declined only marginally and remained unpledged Major - On 17 Dec 2024, a Share Purchase Agreement was executed for acquisition of 48,31,595 Sale Shares (69.41% of voting capital) at ₹5.00/share, total consideration ₹2,41,57,975.00, with the selling promoters to transfer control and management to the acquirer and subsequently apply for declassification from the ‘Promoter and Promoter Group’ categories under Regulation 31A of SEBI (LODR) Regulations. The open offer by Torextron Ventures Private Limited was for up to 18,09,967 Offer Shares (26.00% of voting capital) at ₹5.00 per share, payable in cash, aggregating to a maximum consideration of ₹90,49,835.00, with the offer not conditional upon any minimum level of acceptance. Post-offer with full acceptance, the Acquirer would hold 66,41,562 shares (95.41%), and public shareholding would fall below 25%, requiring compliance with SCRR/SEBI (LODR) within 12 months. Promoter shareholding stood at 68.93% as of the latest filing, a decline of 0.48 percentage points over one year, with pledge at 0.00%. The Board had 10 members as at 31 March 2025, two Managing Directors, one Whole-time Director, two Non-Executive Non-Independent Directors, and five Independent Directors including three women directors, and directors resigned “due to open offer and change in management” with no other material reasons. On 27 February 2025, Dhaval Dharmendrabhai Joshi (DIN:10778731) was appointed as Managing Director for a five-year term from 27 February 2025 to 26 February 2030, subject to shareholder approval, with no relationship to existing directors and not debarred by SEBI. On 6 May 2026, Ms. Sonalben Vaghela (DIN:11268799) and Mr. Jaykumar Bhaveshkumar Patel (DIN:11212605) both resigned as Non-Executive Independent Directors, effective 6 May 2026, each citing pre-occupation with other professional commitments and confirming no other material reasons. On 6 May 2026, Ms. Geetika Garg (DIN:10643307) and Mr. Ramesh Sharma (DIN:10728184) were each appointed as Non-Executive Independent Directors (Additional) for five consecutive years effective 6 May 2026, subject to shareholder approval, on recommendation of the Nomination and Remuneration Committee at the Board meeting held 6 May 2026. The Board had 05 members as of 31 March 2026: Managing Director, one Non-Executive Director, and two Non-Executive Independent Directors. A discrepancy exists between the BSE shareholding pattern showing 13,337 partly-paid-up equity shares and the Annual Report FY2024 and company confirmation stating no partly-paid-up shares exist; fraction shares allotted under a scheme of arrangement dated 16 Sep 2010 were wrongly shown in the promoter’s holding.
  5. Contingent liabilities are dominated by long-running customs, excise and income tax disputes across group entities, with no provision made and no resolution disclosed in recent filings Minor - As of the 2021-22 annual report, contingent liabilities not provided for include Rs. 748.52 Lacs (MSL) for Customs Import Duty, Interest & Penalty on EPCG capital goods and Rs. 260.84 Lacs (MSL) for Advance Import License export obligation pending. As of the 2021-22 annual report, contingent liabilities not provided for include Rs. 655.01 Lacs (MSL) for Excise Duty, Interest & Penalty claims with appeals pending, plus Rs. 37.99 Lacs (MEL) and Rs. 74.49 Lacs (MTL) for Excise Duty & Penalty. As of the 2021-22 annual report, contingent liabilities not provided for include Rs. 133.55 Lacs (MEL) and Rs. 33.46 Lacs (MTL) for Custom Duty saved on EPCG capital goods, and Rs. 2.43 Lacs (MEL) and Rs. 3.40 Lacs (MTL) for Income Tax demands. As of the 2021-22 annual report, Bank Guarantees issued include Rs. 101.10 Lacs (MSL), Rs. 10.67 Lacs (MTL), Rs. 18.07 Lacs (MTL), Rs. 70.37 Lacs (EPCG), and Rs. 5.00 Lacs to Gujarat Electricity Board for power. The FY2024-25 standalone financial statements disclose “Other Commitments includes amount pending with Dena bank as some litigation is in process regarding import export obligation.”. The FY2025-26 Board’s Report states no applications were made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year.

What to watch

Bottom line: This is a disclosed and audited record with a clean statutory opinion, but the same report carries five unverified areas and a qualified internal-controls opinion. The risk sits in the compliance channel, which shows a multi-year pattern of SEBI/BSE failures, auditor churn with a non-peer-reviewed firm, and a control transfer that left public shareholding potentially below the 25% minimum. Watch whether the 2026 AGM approvals, the promoter declassification, and the minimum public shareholding compliance are completed, and whether the long-running tax and customs disputes and the trading suspension are resolved.