Engineers India Limited (EIL) has submitted its Secretarial Compliance Report for the Financial Year ended March 31, 2026. The report, prepared by VAP & Associates, details compliance with various SEBI regulations. While the company largely adhered to the rules, minor deviations were noted concerning board composition and performance evaluation of independent directors, with explanations provided for these instances. The report covers compliance with the SEBI Act and SCRA, along with specific regulations like LODR, ICDR, and SAST.
Engineers India Limited’s FY26 Secretarial Compliance Report Released
VAP & Associates, Company Secretaries, have submitted the Secretarial Compliance Report for Engineers India Limited (EIL) for the Financial Year ended March 31, 2026. This report, prepared in accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, examines EIL’s adherence to various securities and contract regulations.
Compliance Overview
The review covered the SEBI Act, 1992, and the Securities Contracts (Regulation) Act, 1956, along with numerous specific regulations and circulars issued thereunder. These included the LODR Regulations, 2015 (and its amendments), ICDR Regulations, 2018, SAST Regulations, 2011, Buyback Regulations, 2018, Share Based Employee Benefits Regulations, 2021, Non-Convertible Securities Regulations, 2021, Prohibition of Insider Trading Regulations, 2015, and Delisting of Equity Shares Regulations, 2021. Compliance with the Depositories Act, 1996, and the Registrars to an Issue and Share Transfer Agents Regulations were also assessed.
Areas of Deviation and Management Response
The report highlights a few instances of non-compliance, primarily related to the board composition requirements under Regulation 17(1)(a) and 17(1)(b) of the SEBI (LODR) Regulations, 2015. Specifically, the requirement for at least one independent woman director and the composition of independent directors on the board were not fully met during certain periods within the review year. EIL, being a Government Company, explained that the appointment of directors is under the purview of the President of India through the administrative Ministry. Consequently, the Company has been actively pursuing waivers for the fines imposed by stock exchanges and is working with the Ministry of Petroleum & Natural Gas (MoPNG) to fill vacant directorial positions.
Another key observation pertained to the performance evaluation of independent directors, as required under Regulation 17(10) of the SEBI (LODR) Regulations, 2015. The report notes that EIL has not formally carried out the performance evaluation of its independent directors. The management’s response indicated that as a Public Sector Undertaking, director appointments are made by the Government of India, and thus, specific performance evaluation criteria have not been laid down. However, regular inputs on director performance are provided to the administrative Ministry and the Department of Public Enterprises.
Furthermore, the report identified non-compliance in the constitution of several committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee, due to the absence of the required quorum of independent directors during specific periods. In response, the Board decided to keep these committees in abeyance until the appointment of sufficient independent directors to meet the quorum requirements.
Additional Affirmations
The report also includes affirmations on various other aspects, such as compliance with Secretarial Standards, adoption and updation of policies, maintenance of a functional website, and preservation of documents, which were largely found to be in order. The company affirmed its compliance with related party transactions, disclosure of events, prohibition of insider trading, and actions taken by SEBI or Stock Exchanges. The company confirmed that no material subsidiary existed during the Financial Year 2025-26.
The report concludes that Engineers India Limited has largely complied with the applicable regulations, with explanations provided for the noted deviations. The company has also submitted representations to stock exchanges requesting a waiver of the fines levied due to non-compliance with Regulation 17(1).
Source: BSE
