Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR) Regulations, 2015 for the year ended 31.03.2026.
SCILAL · price
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The secretarial compliance report for FY 2025-26 reveals significant governance non-compliance at SCILAL. The company failed to meet board composition requirements under SEBI regulations — it lacked the required number of Independent Directors (50% of board strength), had no Independent Woman Director, and consequently could not duly constitute four key board committees (Audit, NRC, SRC, and Risk Management). The company also could not hold the mandatory Independent Directors meeting. As a Government Company, all board appointments depend on nominations from the Government of India through the competent authority. SCILAL has been continuously making representations to the relevant authority but the issue remains unresolved. BSE and NSE levied cumulative fines of approximately Rs. 5,37,000 for Board composition (Reg. 17), Rs. 2,15,000 for Audit Committee (Reg. 18), Rs. 2,15,000 for NRC (Reg. 19), Rs. 64,000 for SRC (Reg. 20, Q1 waived), Rs. 64,000 for RMC (Reg. 21, Q1 waived), and Rs. 47,000 for quorum (Reg. 17(2A)) per quarter, all including GST. The company has requested waiver of all penalties. Stock exchanges previously waived fines for Reg. 17(2A), Reg. 20, and Reg. 21 for earlier quarters.
The company remains in breach of multiple SEBI listing regulations due to the absence of Independent Directors on its Board — a structural governance issue tied to Government nomination processes. While the stock exchanges have granted partial waivers, recurring quarterly fines continue to weigh on compliance costs. Until the Government of India nominates requisite Independent Directors, the company will continue to be non-compliant, which carries reputational and regulatory risk for shareholders.