Compliance-Reg.24(A)- Annual Secretarial Compliance
Awaiting price reaction for this filing.
ITI Limited, a Government of India undertaking, filed its Annual Secretarial Compliance Report for FY 2024-25 prepared by Practicing Company Secretary D Venkateswarlu. The report flags multiple non-compliances with SEBI LODR regulations, primarily because ITI is a government company and the appointment of Independent Directors rests with the Government of India. Key lapses include: inadequate Independent Directors on the Board (Regulation 17), non-constitution of Audit, Nomination & Remuneration, Stakeholder Relationship, and Risk Management Committees, and quorum issues in Board meetings. BSE and NSE imposed multiple fines across four quarters — Rs 5.31–5.42 lakh per quarter per exchange for board composition issues alone, with smaller penalties for other violations. The company also did not appoint a qualified Company Secretary as Compliance Officer for much of the year (appointed only on 24 December 2024), and missed consolidated related party transaction disclosure (Rs 5,900 fine). The company has sought waivers from exchanges and continues to pursue the Government for director appointments. Minimum Public Shareholding (MPS) non-compliance persists, but PSU exemption extends to 1 August 2026.
This is a negative signal for shareholders — the PSU has faced repeated quarterly penalties from both BSE and NSE for governance lapses that are largely beyond its control, and has not conducted performance evaluations. While the financial impact of fines is small, the ongoing governance deficiencies may concern institutional investors and could affect sentiment if waiver requests are rejected.