Please find attached herewith the Annual Secretarial Compliance Report for the year ended 31st March, 2025.
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IRCTC has submitted its Annual Secretarial Compliance Report for FY 2024-25, prepared by M/s Kumar Naresh Sinha & Associates, Company Secretaries, as required under SEBI LODR Regulation 24A. The report flags non-compliance with Board composition rules under Regulation 17(1): half of the Board was not Independent and no Independent Woman Director was on the Board during FY 2024-25. As a result, BSE and NSE each levied fines of ₹5,36,900 (Q1 FY25), ₹5,42,800 (Q2 FY25), and ₹5,42,800 (Q3 FY25), all inclusive of 18% GST. The Audit Committee and Nomination & Remuneration Committee also lacked the required two-thirds Independent Director composition from 12 November 2024 to 31 March 2025. IRCTC explains that as a Government Company under the Ministry of Railways (President of India holds 62.40%), the power to appoint directors rests with the Government, and it is continuously following up with the Ministry.
For shareholders, this is a recurring governance overhang: the stock exchanges are imposing small recurring fines (roughly ₹10-11 lakh per quarter from both exchanges combined) until the Ministry of Railways appoints the required Independent Directors, including a woman Independent Director. The fines are not material to IRCTC's financials, but the continued non-compliance with Board independence norms is a corporate governance red flag that may concern institutional investors.