Please find attached Annual Secretarial Compliance Report for the year ended March 31, 2025 issued by M/s. Spanj & Associates, Company Secretaries, Ahmedabad.
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Gujarat State Financial Corporation (GSFC) submitted its Annual Secretarial Compliance Report for the year ended March 31, 2025, as required under SEBI LODR Regulation 24A(2). The report, issued by Spanj & Associates, Company Secretaries, reveals multiple ongoing non-compliances with SEBI (LODR) Regulations: non-appointment of a woman director, absence of independent directors, and improper/non-constituted Audit Committee, Nomination & Remuneration Committee (NRC), and Stakeholders Relationship Committee (SRC). BSE has levied fresh fines of Rs 5.42 lakh for the woman director issue and Rs 2.17 lakh each for the committee-related non-constitutions for FY2024-25, on top of similar fines from prior years. The Corporation has not deposited any of these fines and has requested waivers from BSE/SEBI. GSFC's defence is that it is a body corporate established under the State Financial Corporations Act, 1951 (a Parliament statute), and several SEBI LODR requirements are inconsistent with the SFCs Act; the Corporation has petitioned the Gujarat State Government to amend the SFCs Act.
Shareholders should note persistent governance non-compliance and accumulating unpaid penalties, even though the company attributes the gaps to a conflict between its parent statute (SFCs Act, 1951) and SEBI listing rules. The unresolved regulatory stand-off could weigh on the stock's compliance profile and may lead to further escalation by BSE/SEBI if the SFCs Act is not suitably amended.