Please find enclosed herewith Annual Secretarial Compliance Report for the financial year ended 31st March 2025
ITDC · price
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ITDC has submitted its Annual Secretarial Compliance Report for FY2025 under SEBI LODR Regulation 24A. The report flags multiple non-compliances related to board composition that arose from January 23, 2025 onwards, after two independent directors (including independent woman director Anju Bajpai) completed their tenure. Areas of non-compliance include: absence of independent woman director, shortfall in minimum number of directors, non-availability of required independent directors, and consequent non-compliance in the composition/quorum of the Board, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. Both BSE and NSE levied fines of Rs. 10,97,400 each (including GST) for non-compliance with Reg 17(1)(c) regarding minimum directors. Management explained that as a Government Company, director appointments are made by the Ministry of Tourism with ACC/DPE/DoPT approval, and ITDC is following up with its Administrative Ministry. All other areas (secretarial standards, policies, website, insider trading, disclosures) were found compliant.
For retail investors, this filing reveals recurring governance weaknesses at ITDC stemming from delayed government appointments of independent directors, attracting stock exchange fines and potentially denting corporate governance credibility. However, the issues are procedural and the company remains operational, so the direct financial impact on shareholders is limited beyond the fines already paid.