Please find enclosed herewith Annual Secretarial Compliance Report for the financial year ended 31st March 2025
ITDC · price
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Awaiting price reaction for this filing.
ITDC has submitted its Annual Secretarial Compliance Report for FY 2024-25, filed by P.C. Jain & Co, Company Secretaries, as required under SEBI LODR Regulation 24A. The report flags several non-compliances, mainly stemming from the company's board composition problems after two independent directors (including independent woman director Anju Bajpai) completed their tenure on 23 January 2025. Specific lapses include non-appointment of an independent woman director (Reg 17(1)(a)), shortfall in required independent directors (Reg 17(1)(b)), weak board composition on minimum director count (Reg 17(1)(c)), and consequent non-compliance in the composition and quorum of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. BSE and NSE each levied a fine of around Rs 10.97 lakh (inclusive of GST) for the board composition breach covering 1 April 2024 to 31 March 2025. ITDC's management attributed these issues to its status as a Government Company, with director appointments handled by the Ministry of Tourism with ACC/DPE/DoPT approval, and said it is following up with its administrative ministry. Other compliance areas such as insider trading, policies, website, secretarial standards, event disclosures, and performance evaluation were confirmed as compliant.
Negative for the stock — multiple board-level regulatory lapses and exchange-imposed fines highlight governance weakness at ITDC, even though the root cause is delayed government appointments. Shareholders may see continued non-compliance and potential further fines until new independent directors are appointed by the Ministry of Tourism.