Annual Secretarial Compliance Report for the year ended 31.03.2025.
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RVNL has submitted its Annual Secretarial Compliance Report for FY 2024-25, prepared by M/s Kumar Naresh Sinha & Associates. The report flags non-compliance with SEBI (LODR) Regulations regarding board and committee composition — specifically, the Board, Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee did not have the required proportion of independent directors, and there was no independent woman director on the Board. RVNL attributed this to being a Government Company, where appointment of independent directors rests with the President of India through the Ministry of Railways. BSE and NSE levied fines totalling around Rs. 4.55 lakh plus GST per quarter for affected quarters (June 2024, September 2024, December 2024, March 2025). Additionally, a fine of Rs. 4.55 lakh each from BSE and NSE was imposed post the previous year's report for the quarter ended March 2024. Other compliance areas — secretarial standards, policies, website disclosures, related party transactions, insider trading, and subsidiary disclosures — were reported as compliant.
Persistent non-compliance with board composition norms and repeated stock exchange fines are governance red flags, though the root cause is external (government appointment process). Investors should monitor whether the Ministry of Railways fills vacant independent director positions, as continued non-compliance could attract further penalties and reflects a governance weakness typical of government-owned entities.