Annual Secretarial Compliance Report for the Financial Year ended on 31st March 2025.
NMDC · price
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NMDC Ltd has submitted its Annual Secretarial Compliance Report for FY2024-25, prepared by M/s B.R. Agrawal & Associates. The report flags several board composition-related non-compliances with SEBI (LODR) Regulations, all stemming from the absence of Independent Directors on the board. The company lacks the required number of Independent Directors including one Woman Independent Director (Regulation 17(1)), fell below the minimum 6-director board threshold on three occasions, and missed quorum requirements in three board meetings. Consequently, the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee were not properly constituted. BSE and NSE each imposed total fines of Rs. 27,35,240 (including GST) across these violations. Management clarified that NMDC is a Central Government CPSE and directors are appointed by the Ministry of Steel, with new Independent Director appointments still awaited. Other compliance areas (secretarial standards, policies, insider trading, related party transactions, disclosures) were reported as compliant.
Repeated SEBI LODR non-compliances and cumulative exchange fines of around Rs. 54.7 lakh highlight governance gaps, as NMDC's board has been functioning without Independent Directors since late 2024. While the reason (government-controlled appointments) limits management's control, prolonged non-compliance may weigh on investor sentiment and stock perception until the Ministry of Steel fills the Independent Director vacancies.