In a significant development in the corporate governance landscape, the Securities and Exchange Board of India (SEBI) has imposed a monetary penalty of ₹2 lakh on Rahul Sharma, the CEO of Swan LNG and a designated person of Swan Corp (formerly Swan Energy Limited), for violations related to insider trading.

Insider Trading Violations

SEBI's investigation revealed that Sharma executed trades and contra-trades in Swan Corp shares between September 1 and November 30, 2023. These transactions generated unlawful gains amounting to ₹30.25 lakh. The regulatory body found that these trades were in violation of Swan Corp's insider trading code, which requires pre-clearance for trades exceeding ₹10 lakh per quarter.

Failure to Disclose

In addition to the unauthorized trades, Sharma also failed to make mandatory disclosures under SEBI's Prohibition of Insider Trading Regulations, 2015. This lack of transparency further compounded the regulatory infractions.

Penalty and Restitution

SEBI has levied penalties of ₹1 lakh each under two sections of the SEBI Act, totaling ₹2 lakh. The regulatory body emphasized the importance of strict compliance with insider trading rules, especially for senior executives in listed companies.

It's worth noting that Sharma had already remitted the ₹30.25 lakh in unlawful gains to SEBI's Investor Protection and Education Fund in January and February 2025, prior to the imposition of this penalty.

Company's Recent AGM

While this news comes as a setback for Swan Corp's corporate image, the company recently held its 117th Annual General Meeting (AGM) on September 29, 2025. During the AGM, several resolutions were passed, including:

1. Adoption of audited financial statements for the year ended March 31, 2025
2. Declaration of a final dividend of 10% (₹0.10 per equity share of ₹1 face value)
3. Re-appointment of Mr. Paresh Merchant as a Director
4. Ratification of Cost Auditor's remuneration
5. Appointment of M/s. SKJP & Associates as Secretarial Auditor for a five-year term
6. Approval of limits and terms for material related party transactions

The AGM, conducted through video conferencing, saw active participation from shareholders, with all resolutions passing with the requisite majority.

Conclusion

This incident underscores the ongoing challenges in maintaining strict adherence to insider trading regulations, even at the highest levels of corporate management. It serves as a reminder to all listed companies and their executives of the importance of robust internal controls and unwavering compliance with SEBI's guidelines to maintain market integrity and investor confidence.

Swan Corp has announced significant changes to its leadership team, strengthening its corporate governance and compliance functions.

New Independent Women Director Appointed

Ms. Shanaya Manish Munot has been appointed as an Additional Director in the category of Independent Women Director for a five-year term, effective September 16, 2025, subject to shareholder approval. This appointment, recommended by the Nomination & Remuneration Committee, underscores Swan Corp's commitment to diversity and innovation in its leadership.

Ms. Munot brings a wealth of experience to her new role:

• Educational Background: Bachelor of Science in Foreign Service from Georgetown University, with a major in Science, Technology, and International Affairs.
• Professional Experience: Over six years in corporate governance and strategic leadership.
• Career Highlights:
  • Started as an Investment Banker at UBS in EMEA
  • Founder & CEO of BhoomiSure, an Insurtech company focusing on agriculture and climate resilience
• Areas of Expertise: Technology, insurance, social welfare, and leveraging innovation for inclusive growth

New Company Secretary and Compliance Officer

In a move to strengthen its corporate compliance, Swan Corp has appointed Mr. Bhushan Kishor Joshi as the Company Secretary and Compliance Officer, effective September 16, 2025. Mr. Joshi will also serve as a Key Managerial Personnel of the company.

Key details about Mr. Joshi's appointment and background include:

• Qualifications: Commerce Graduate and Associate Member of the Institute of Company Secretaries of India (ICSI)
• Experience: Over 10 years of versatile corporate experience in corporate laws and compliances

Board Meeting Details

The appointments were approved during a Board of Directors meeting held on September 16, 2025, which commenced at 6:00 PM and concluded at 7:15 PM. These strategic appointments are expected to enhance Swan Corp's corporate governance structure and compliance capabilities.

Swan Corp, formerly known as Swan Energy Limited, continues to evolve its leadership team to meet the challenges of a dynamic business environment. These appointments reflect the company's focus on bringing diverse perspectives and specialized expertise to its top management.