Annual Secretarial Compliance Report of the Bank for the Financial Year ended 31st March, 2025
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Central Bank of India submitted its Annual Secretarial Compliance Report for FY2024-25 to the stock exchanges on 30th May 2025, prepared by SG & Associates, Practicing Company Secretaries. The report flagged two main non-compliances: (1) Board composition does not meet SEBI LODR Regulation 17(1) requirements — the Bank has only 2 Independent Directors (less than 50% of board strength), no non-executive chairperson, and no Independent Woman Director, since director appointments vest with the Government of India. The Bank has applied to GOI to fill these vacancies. (2) Delay in submitting the record date for Annual Interest payment on Basel III Compliant Tier II Bond Series IV (ISIN-INE483A08023), for which BSE levied a penalty of Rs. 10,000 + GST and the Bank's waiver application is pending. Additionally, the Audit Committee and Nomination & Remuneration Committee fell below the 3-member requirement during certain periods of FY25 due to changes in director composition, but were reconstituted to compliance by 31st March 2025. All other compliance areas, including insider trading, related party transactions, website disclosures, and policies, were marked compliant.
This is a routine annual regulatory filing with minimal direct financial impact — the BSE penalty of Rs. 10,000 + GST is negligible. However, the persistent board composition gap highlights a structural challenge typical of PSU banks where the government controls appointments. Investors should note that the Bank is actively engaging with GOI to fill Independent Director and Woman Director vacancies, and is awaiting BSE's response on the penalty waiver.