Secretarial Compliance Report for the FY ended 31.03.2025
GAIL · price
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GAIL (India) submitted its annual Secretarial Compliance Report for FY25, audited by Agarwal S. & Associates. The report flags non-compliance with SEBI LODR rules on Board composition and key committees, mainly because the tenure of six Independent Directors ended on 7 November 2024 and fresh government-appointed Independent Directors were only nominated on 28 March 2025. During the gap (8 Nov 2024 to 27 Mar 2025), the Board lacked the required number of Independent Directors, an Independent woman director, and properly constituted Audit, Nomination & Remuneration, Stakeholder Relationship and Risk Management committees. NSE and BSE levied fines of around Rs 5.37 lakh (Q1), Rs 5.43 lakh (Q2) and Rs 8.21 lakh (Q3) each per exchange; GAIL has requested waivers citing that director appointments are made by the Government of India. All other compliance items (insider trading, related party transactions, website disclosures, etc.) were marked compliant.
The regulatory penalties are small relative to GAIL's size and were largely resolved by year-end once new Independent Directors were appointed. For shareholders, the key takeaway is that governance lapses were caused by delays in government nominations rather than internal governance failures, and the Board is now compliant again.