Annual Secretarial Compliance report for the year ended March 31, 2025
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IndoStar Capital Finance has submitted its Annual Secretarial Compliance Report for FY25, prepared by Mehta & Mehta, Company Secretaries. The report flags two main compliance gaps during the year: (1) the Board did not have the required number of Independent Directors after Mr. Bobby Parikh's term ended on March 4, 2025, violating Regulation 17(1)(b) — fixed by appointing Mr. Hemant Kaul as Independent Director from April 21, 2025; and (2) the Nomination & Remuneration Committee was not properly constituted when Ms. Naina Krishna Murthy, who is also Board Chairperson, was made NRC Chairperson from March 5, 2025 — corrected on April 29, 2025 by appointing Mr. Hemant Kaul as NRC Chairperson. Additionally, board meeting minutes did not record any director abstentions, as required by Secretarial Standard-1. Earlier FY24 penalties for delayed intimation of a Board meeting (Rs. 11,800 fine each from BSE and NSE) and delayed record date notice (Rs. 23,600 fine from BSE) have been paid, with a compliance tool and maker-checker system now in place. All other SEBI LODR compliance areas — policies, website disclosures, related party transactions, insider trading, and subsidiary disclosures — were found satisfactory.
These are largely procedural lapses that have already been remediated and carry only minor past fines, so the impact on shareholders is limited. Investors should note the brief window of Board independence non-compliance, but the company has since restored full compliance.