National Aluminium Company Limited (NALCO) is addressing a fine of ₹7,51,660 imposed by stock exchanges for non-compliance with SEBI regulations concerning Independent Directors. NALCO has requested a waiver, citing its status as a CPSE where director appointments are made by the President of India. The company has communicated the issue to the relevant administrative ministry and requested expedited action. A waiver application has been submitted.
Fine Imposition
NALCO received a communication dated 29.08.2025, informing them of a fine of ₹7,51,660, which includes 18% GST, for non-compliance with certain provisions relating to the composition of the Board of Directors. These provisions are detailed under Regulations 17(1) and 18(1) of SEBI (LODR) Regulations, 2015.
Company’s Response and Justification
NALCO, being a Central Public Sector Enterprise (CPSE), has limited control over the appointment of directors, as the authority rests with the President of India. This point was clarified in a letter to the exchanges dated 08.09.2025, seeking condonation of the non-compliances and a waiver of the penalties.
The matter was also brought to the attention of the administrative ministry on 08.09.2025, with a request to expedite the appointment of the required number of Independent Directors to ensure compliance.
Waiver Application
Following clarification from the NSE, NALCO submitted a waiver application to the BSE on 18.09.2025. The company intends to apply for a waiver of the penalty under Regulation 17 once the Board composition is compliant. NALCO has requested that the waiver application be considered, and the fine of ₹7,51,660 may be condoned.
Board Discussion
The matter was discussed in the 359th Board meeting held on 25.09.2025. The Board authorized the company to communicate to the exchanges that as a CPSE, the company’s director appointments were outside of its control, and the company requested for penalties for the quarter ended 30.06.2025 to be waived.
The Chairman-cum-Managing Director was also advised to inform the Administrative Ministry regarding penalties imposed because of the absence of adequate Independent Directors.
Source: BSE
