Board comments on fines levied by the exchanges over board composition non-compliance
The company has shared the Board's comments on fines levied by NSE and BSE for non-compliance for the quarter ended 30th June, 2026.
- Non-compliance regulations
- Regulations 17(1), 18(1), 19(1) and 19(2) of the SEBI (LODR) Regulations, 2015
- Period of non-compliance
- quarter ended 30th June, 2026
- Exchange communications
- letter dated 25th August, 2026 from NSE and email dated 25th August, 2026 from BSE
- Prior intimations to exchanges
- letters dated 25.08.2026 and 26.08.2026
- Board vacancy noted
- vacancy of Independent Directors, including one woman Independent Director
The exchanges flagged the composition of the Board
- The company received a letter dated 25th August, 2026 from the National Stock Exchange of India Limited and an email dated 25th August, 2026 from BSE Limited.
- Both communications related to the quarter ended 30th June, 2026 and to the company's non-compliance with Regulations 17(1), 18(1), and 19(1) and 19(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- These regulations deal with the composition of the Board of Directors and its committees.
- Fines were imposed on the company for these non-compliances for the quarter ended 30th June, 2026.
- The company had already informed both exchanges about receiving these communications, through its letters dated 25.08.2026 and 26.08.2026.
What the Board said
- As advised by the exchanges, the matter of non-compliance was placed before the Board.
- The Board deliberated and noted the position of the non-compliances with respect to the composition of the Board of Directors and its sub-committees, and the fine imposed by the exchanges.
- The Board noted that the company is continuously following up with the Ministry of Railways about the vacancy of Independent Directors, including one woman Independent Director, on the Board.
- The Board noted that several reminder letters have been sent by the company requesting the Ministry of Railways to take immediate action with respect to the appointment of Independent Directors, including one woman Independent Director.
- The Board noted that, being a government company, the company has no role to play in the appointment of Directors.
How to read this
This is an update on a compliance matter rather than on operations or earnings. Exchanges levy fines when a listed company does not meet the board and committee composition requirements laid down in the LODR Regulations, which among other things cover the number of independent directors and the presence of a woman independent director on the board.
The company's stated position is that the vacancies are with the Ministry of Railways to fill, that it has been writing reminders, and that as a government company it does not appoint its own directors. The Board has formally noted both the non-compliances and the fine.
For a reader, the useful takeaways are the nature of the issue (board and committee composition), the period it relates to (the quarter ended 30th June, 2026), and the company's explanation of why the vacancies persist and who can act on them.
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