Annual Secretarial Compliance Report for FY 2025-26
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Punjab National Bank has filed its Secretarial Compliance Report for FY 2025-26 through Company Secretaries Agarwal S. & Associates. The report identifies multiple compliance violations primarily due to unfilled director vacancies on the Board. Key issues include: (1) Board composition non-compliance with SEBI LODR regulations regarding non-executive directors, independent directors, and independent woman director positions being vacant for extended periods; (2) Multiple Board committees (Audit Committee, Nomination and Remuneration Committee, Risk Management Committee) becoming non-functional or non-compliant due to director vacancies; (3) Late disclosure of a monetary penalty imposed by Appellate Tribunal under SAFEMA to stock exchanges (order dated 13.11.2025 but intimated on 06.12.2025). The Bank attributes these violations to Government of India not appointing directors in time, despite repeated requests to the Finance Ministry. Some improvements were made when Smt. Vandana Bhagavatula was elected as Shareholder Director on 29.08.2025.
The persistent board vacancies and committee non-compliance indicate governance risks. While the Bank has cited government appointment delays as the reason, shareholders should note that multiple regulatory requirements remained violated throughout the year, and the Bank continues to have 4 vacant positions to be filled by the Central Government as of March 2026.