Chennai: Chowgule Steamships Ltd (CSL) promoter-group minority shareholder Sheela Yeshwantrao Chowgule has filed complaints with SEBI, the National Company Law Tribunal (NCLT), the Registrar of Companies (RoC) and the Income Tax department, alleging governance lapses, undisclosed related-party transactions and irregular approvals, according to copies of the complaints.At the centre of the controversy is CSL’s wholly owned offshore subsidiary, Chowgule Steamships Overseas Ltd (CSOL), which sold its vessels in 2018–19 before seeking retrospective shareholder approval at the July 2019 AGM. The explanatory statement allegedly failed to disclose that the transactions had already been completed without the required prior approvals.The transactions resulted in the write-back of more than $99 million in loans owed by CSOL to group companies, significantly reducing CSL’s net worth. Several offshore step-down subsidiaries, including entities in the Marshall Islands, were subsequently wound up, the complaints state.The complaints also question the disclosures relating to Quail Investments Ltd, a British Virgin Islands entity holding 6.23% of CSL. While company filings classified Quail as a foreign promoter-group shareholder, the complaints cite UK court records linking its ownership and control to members of the Chowgule family and their associates. Quail allegedly extended financial assistance to CSOL without adequate disclosure of its beneficial ownership or related-party status. The complaints also question a $6.4 million loan extension reported in 2020–21, citing records indicating that Quail was compulsorily wound up in July 1974 and had not filed statutory returns since.Another entity flagged is HAVRE SA, an offshore company allegedly linked to the promoter group through shared managerial connections. In FY19, CSL advanced a $4 million loan to CSOL using funds borrowed from promoter entity Chowgule and Company Pvt Ltd. The complaints question whether funds were routed through offshore subsidiaries to settle liabilities involving promoter-linked entities.CSOL’s financial statements subsequently showed $6.4 million payable to HAVRE SA, while CSL’s FY23 statements reported about $3.03 million still outstanding, despite the company’s negative net worth and negligible turnover.The allegations raise questions over disclosure and oversight of offshore transactions and warrant examination by the relevant authorities, according to the complaints.
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