Bank of India FY26 report notes board composition deviations
Bank of India submitted its Annual Secretarial Compliance Report for FY26, confirming broad compliance with SEBI regulations while noting deviations in Board composition and Audit Committee structure. The bank clarified that the non-compliance stems from government appointment protocols and RBI guidelines restricting certain directors from serving on the Audit Committee. It has initiated processes to address the Compliance Officer's level and is engaging with the Department of Financial Services to fill Board vacancies.
*this image is generated using AI for illustrative purposes only.
Bank of India has submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2026, to the stock exchanges. The report, prepared by M/s. Sawant & Associates, certifies that the bank has largely complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable circulars.
The audit confirmed compliance with key areas such as the maintenance of a Structured Digital Database, preservation of documents, and timely disclosures of material events. However, the report highlighted specific deviations under Regulation 17 and Regulation 18 concerning board composition and the constitution of the Audit Committee.
Compliance Observations
The Practising Company Secretary noted that the appointment of the Compliance Officer is more than one level below the Board of Directors, which deviates from Regulation 6(1). Additionally, the bank faced scrutiny regarding the composition of its Board and Audit Committee. The National Stock Exchange sought clarifications on these matters, noting that one-third of the Board was not Independent and the Audit Committee composition was not strictly in line with SEBI LODR requirements.
| Sr. No. | Regulation | Deviation | Action Taken |
|---|---|---|---|
| 1 | Regulation 6(1) | Compliance Officer appointment level below Board | Process initiated for compliance |
| 2 | Regulation 17 | 1/3rd of Board not Independent | Clarification provided to NSE |
| 3 | Regulation 18 | Audit Committee composition | Clarification provided to NSE |
Management Response
The bank's management explained that its Board composition is governed by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. The Central Government appoints Whole-time Directors and nominates Non-Executive Directors. Following the appointment of Executive Director Shri Pramod Kumar Dwibedi on November 24, 2025, the Board strength increased to 10, with only three Independent Directors, resulting in non-compliance with the one-third requirement.
Regarding the Audit Committee, the bank stated that constraints arise from RBI guidelines which restrict the Non-Executive Chairman and members of the Management Committee from serving on the committee. Consequently, the bank is currently unable to meet the requirement of having two-thirds independent members on the Audit Committee. The bank has engaged with the Department of Financial Services to fill vacancies and achieve compliance.
Previous Year Rectifications
The report also detailed actions taken to address observations from the previous year. A delay in submitting voting results in XBRL format for a shareholders' meeting resulted in a clarification being sought by exchanges. The bank acknowledged the lapse and confirmed that Standard Operating Procedures (SOPs) have been established to prevent future recurrence.
Historical Stock Returns for Bank of India
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.65% | +4.95% | -1.61% | -1.46% | +23.66% | +88.39% |
How might SEBI respond if Bank of India fails to achieve full compliance with Regulation 17 and 18 within a reasonable timeframe, and what penalties could the bank face?
Could the structural conflict between RBI guidelines and SEBI LODR requirements on Audit Committee composition prompt a regulatory dialogue to harmonize rules for public sector banks?
How might the Department of Financial Services' timeline for filling Independent Director vacancies impact investor confidence and the bank's corporate governance ratings?
16
Access Market Heat-map & Insights 
Create, Save & Share your Screener 
Use 200+ Screening Filters 
