Annual secretarial compliance report for the financial year ended 31.3.2025
BPCL · price
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BPCL has filed its Annual Secretarial Compliance Report for FY2024-25, certifying compliance with SEBI regulations, circulars, and the Companies Act. The Practising Company Secretary (U.C. Shukla) confirmed the company generally complied with secretarial standards, website disclosures, insider trading norms, and related-party transaction rules during the year. However, BPCL faced non-compliance on board and committee composition: it did not have the required number of Independent Directors for most of the year (1 April 2024 to 31 March 2025), which led to the Audit Committee, Nomination & Remuneration Committee, and Risk Management Committee being improperly constituted during parts of the year. BSE and NSE levied penalties totalling roughly Rs. 24.19 lakh (June quarter) and Rs. 43.66 lakh (December quarter) for board composition lapses, plus about Rs. 1.16 lakh each for the other committee-related non-compliances (all amounts inclusive of GST). BPCL attributed the gaps to being a Government Company where director appointments depend on the Ministry of Petroleum & Natural Gas, and has applied for waiver of the fines.
The filing is largely procedural but flags recurring governance lapses at BPCL due to a shortage of Independent Directors on its board. The accumulated penalties (estimated over Rs. 60 lakh across FY24 and FY25) and pending waiver requests are a minor negative, though the issue was largely resolved by 28 March 2025 when three Independent Directors were re-appointed and the committees were reconstituted.