Andrew Yule & Co Ltd has published its Annual Secretarial Compliance Report for the financial year ended 31st March 2025, prepared by M/s. J K Das & Associates, Company Secretaries. This report assesses the company’s adherence to various statutory and regulatory provisions mandated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Companies Act, 2013, and other applicable securities laws.

The report confirms that Andrew Yule & Co Ltd, a Central Public Sector Enterprise (CPSE) under the administrative control of the Ministry of Heavy Industries (MHI), Government of India, has largely complied with applicable provisions during the review period, with some notable exceptions primarily due to structural and administrative constraints.

Key Compliance Observations

• Board Composition and Committee Constitution
  The company’s board and key committees like the Audit Committee and Nomination and Remuneration Committee are not fully constituted in accordance with the Companies Act, 2013, and SEBI LODR requirements due to the absence of the required number of Independent Directors. The report highlights that this non-compliance arises because all directors, including Independent Directors, are appointed by the Ministry of Heavy Industries, and the company cannot independently fill vacancies.

• Absence of Women Director
  The board currently lacks a Women Director, which is a requirement under SEBI regulations. Similar to the Independent Directors’ situation, the appointment is controlled by the administrative Ministry, restricting the company’s ability to comply unilaterally. A fine of Rs. 4,55,000 plus GST has been imposed by BSE on this non-compliance. The company has applied for a waiver, citing its CPSE status.

• Minimum Public Shareholding (MPS)
  The company’s promoter shareholding stands at 89.25% while public shareholding is only 10.75%, falling short of the minimum 25% public shareholding mandated under SEBI LODR. However, the Ministry of Finance granted an exemption via a notification dated 19th July 2024, extending the deadline for listed CPSEs to comply with the MPS norms to 1st August 2026. Andrew Yule & Co Ltd awaits further guidance from the Ministry of Heavy Industries regarding increasing public shareholding.

Actions Taken on Previous Observations

The company had similar observations in the prior year regarding Independent Directors and Minimum Public Shareholding. The situation remains consistent with the previous year due to the same administrative constraints. The report emphasizes that the company will continue to engage with the Ministry to address these issues.

Additional Compliance Highlights

• The company fully complies with Secretarial Standards issued by ICSI.

• All relevant policies under SEBI regulations are duly adopted and regularly updated.

• The company maintains a functional website with timely disclosures and accurate document uploads.

• There are no disqualifications of directors under Section 164 of the Companies Act.

• Related party transactions have been properly approved and disclosed.

• There have been no resignations of statutory auditors or adverse actions by SEBI or stock exchanges during the review period.

Summary

The Annual Secretarial Compliance Report of Andrew Yule & Co Ltd for FY 2024-25 presents a detailed assessment of the company’s regulatory compliance status, highlighting challenges arising due to its CPSE status which restricts independent board appointments and public shareholding adjustments. Despite these limitations, the company has maintained transparency and adopted all applicable policies, demonstrating commitment to sound corporate governance and adherence to SEBI regulations. The company remains engaged with the Ministry of Heavy Industries to resolve outstanding issues related to board composition and public shareholding within the prescribed regulatory timelines.

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