Several PSUs face fines for non-compliance of SEBI norms

New Delhi: Several central public sector enterprises (CPSEs) have received fines from the BSE and National Stock Exchange of India (NSE) for non-compliance with SEBI’s Listing Obligations and Disclosure Requirements (LODR) relating primarily to the composition of their boards and statutory committees for the quarter ended June 30, 2026.

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Among the companies facing such fines are Rail Vikas Nigam Limited (RVNL), IRCON International, Indian Railway Catering and Tourism Corporation (IRCTC), REC Limited, Bharat Petroleum Corporation Limited (BPCL), Mishra Dhatu Nigam (MIDHANI), Coal India, Indian Oil Corporation, NTPC, Bharat Heavy Electricals Limited (BHEL), Indian Railway Finance Corporation (IRFC), Power Grid Corporation of India (P), Oil India, Hindustan Copper and Cochin Shipyard, besides MTNL.

The fines largely relate to non-compliance with provisions including Regulations 17, 18, 19, 20 and 21 of the SEBI LODR Regulations, covering the composition of boards, quorum requirements and constitution of committees such as the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

RVNL and IRCON have each been fined Rs 9.66 lakh while SJVN fined Rs 13.44 lakh by both BSE and NSE. IRCTC faces a fine of Rs 10.23 lakh from each exchange, while REC has been fined Rs 10.77 lakh each. BPCL faces Rs 14.67 lakh each from BSE and NSE, and MIDHANI Rs 12.59 lakh each. Coal India and MTNL have reported fines of Rs 12.66 lakh, with Coal India receiving the levy from both exchanges while the MTNL disclosure cited the BSE fine.

IREDA has been imposed a fine of Rs 14.20 lakh (inclusive of GST) each by NSE & BSE

Indian Oil has reported a fine of Rs 14.20 lakh each from BSE and NSE, while NTPC faces Rs 5.37 lakh each for non-compliance with Regulation 17(1). Power Grid has been fined Rs 11.36 lakh each. Oil India faces Rs 9.66 lakh each, while BHEL has reported fines of Rs 11.03 lakh each.

IRFC has received fines of Rs 13.72 lakh each from BSE and NSE, while Hindustan Copper faces Rs 14.43 lakh each. Cochin Shipyard has also been fined Rs 9.66 lakh each by the two exchanges. The filings indicate that the fines across these companies generally do not have a material impact on their financial or operational activities, apart from the monetary levy.

A common issue cited by the PSUs is the absence or shortfall of Independent Directors, including Women Independent Directors, on their boards. The companies have stated that, being Government companies, the appointment of directors rests with the Government of India through their respective administrative ministries, limiting the companies’ control over board appointments.

Several PSUs have consequently approached or stated that they will approach BSE and NSE seeking waiver of the fines under the applicable SEBI policy. The companies have cited their continued correspondence with the respective ministries for appointment of the required Independent Directors and previous instances where similar fines were waived after compliance was achieved.

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In some cases, compliance has already been restored. IRCON said a Woman Independent Director was appointed with effect from August 17, 2026, following which its Audit Committee and Nomination and Remuneration Committee were reconstituted. Similarly, Cochin Shipyard appointed an Independent Director on August 17, 2026, enabling reconstitution of its relevant committees. Other companies have also stated that they are pursuing the appointment of requisite directors with their administrative ministries.

The cluster of disclosures highlights a recurring corporate governance compliance issue among listed CPSEs, where board appointments are largely dependent on nominations by the Government and vacancies in Independent Director positions can consequently affect compliance with SEBI’s prescribed board and committee composition requirements.

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