Annual Secretarial Compliance Report FY 2024-25
MIDHANI · price
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Awaiting price reaction for this filing.
Mishra Dhatu Nigam Ltd (MIDHANI) submitted its Annual Secretarial Compliance Report for FY ending March 31, 2025, as required under SEBI LODR Regulation 24A(2). The report flagged several board composition deficiencies: the company had only 4 directors as on March 31, 2025 (2 Executive, 1 Independent, 1 Nominee) against a requirement of minimum 6, and was missing the mandatory woman independent director. From December 24, 2024, the Audit Committee and Nomination & Remuneration Committee had only 2 members each (versus the required 3) and were subsequently suspended. The Audit Committee held only 3 meetings in FY25 against the required minimum of 4. Fines aggregating to roughly Rs. 21.97 lakh (including GST) were imposed by BSE and NSE for these lapses. MIDHANI stated that as a Government company under the Ministry of Defence, director appointments vest with the President of India and it has no role in the process; the company has not paid any fines and has submitted waiver requests to the exchanges under SEBI's SOP circular. Other compliance areas like secretarial standards, insider trading, related party transactions, and timely disclosures were found to be in order.
For shareholders, this is largely a procedural governance issue stemming from the company's status as a central PSU where director appointments are controlled by the Ministry of Defence, not by MIDHANI's management. The stock is unlikely to be materially impacted as the company has formally contested the fines through the waiver route, and there are no business or financial irregularities reported in the filing.