India Tourism Development Corporation has requested a waiver for penalties imposed by the BSE due to non-compliance with SEBI (LODR) Regulations 2015. The central public sector undertaking attributes the violation to delays in government appointments, stating it lacks the authority to appoint directors independently.

The exchange flagged the non-compliance in its Integrated Governance Report filing for the quarter ended June 30, 2026. The specific issue involved failing to maintain the minimum number of directors and requisite independent directors, including a woman independent director, on the board.

Board Response to Compliance Notice

In a letter dated September 22, 2026, ITDC responded to a BSE email dated August 25, 2026. The company stated that the matter was placed before its board on September 8, 2026. The board observed that directors are appointed exclusively by the Government of India through the Administrative Ministry.

ITDC argued that since the appointment process is outside its control, there is no fault attributable to the corporation itself. Consequently, the company is following up with the concerned appointing authority and plans to submit a formal request for the waiver once compliance is achieved.

Governance Structure Constraints

The incident highlights structural dependencies faced by government-owned entities in meeting corporate governance norms. While SEBI mandates specific board compositions for listed companies, PSU boards rely on ministerial approvals for appointments.

What the Numbers Show

The divergence between regulatory requirements and administrative timelines creates a compliance gap for PSUs like ITDC. While the exchange enforces strict adherence to board composition rules, the company's inability to unilaterally fill vacancies shifts the liability debate from operational failure to procedural dependency. This case underscores the tension between uniform listing obligations and the unique governance frameworks governing state-owned enterprises.

India Tourism Development Corporation Ltd has confirmed the schedule for its 61st Annual General Meeting, set for Tuesday, September 22, 2026. The company also released its FY26 annual report and detailed instructions for shareholders regarding e-voting and dividend tax compliance.

The meeting will be conducted through Video Conferencing or Other Audio Visual Means, in compliance with SEBI Listing Regulations. The disclosure was made on August 29, 2026, with a subsequent submission of newspaper advertisements on August 30, 2026.

Voting and Book Closure Details

Shareholders holding shares as on the cut-off date of Tuesday, September 15, 2026, are eligible to vote. The remote e-voting period commences on Thursday, September 17, 2026, at 9:00 am and concludes on Monday, September 21, 2026, at 5:00 pm IST.

The Register of Members and Share Transfer Book will remain closed from Friday, September 18, 2026, to Tuesday, September 22, 2026, inclusive. This closure facilitates the annual closing process. The record date for dividend payment is also Tuesday, September 15, 2026.

Regulatory Compliance and Dividend Taxation

The disclosure adheres to Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders without registered email addresses will receive a letter containing web-links to the annual report and AGM notice under Regulation 36(1)(b).

Regarding dividend taxation, the company noted that dividends paid on or after April 1, 2020, are taxable in the hands of shareholders. To determine the appropriate Tax Deducted at Source (TDS) rate, shareholders must submit necessary forms and documents to the company by September 15, 2026.

Physical Shareholders and Special Window

Physical shareholders are required to register their postal addresses with PIN codes and provide mobile numbers, as per SEBI Master Circular dated February 6, 2026. This can be done by submitting the ISR-1 form.

Additionally, a special window for the transfer and dematerialization of physical securities sold or purchased prior to April 1, 2019, remains open until February 4, 2027. Shareholders with rejected or pending transfer requests from before that date are advised to re-lodge them with the Registrar and Share Transfer Agent, KFin Technologies Limited.

Virendra Kumar Jain, Company Secretary, digitally signed the communication.