Gujarat State Petronet Ltd. (GSPL) has been notified by the BSE regarding a basic fine of Rs. 45,000 plus GST for non-compliance with Regulation 17(1) concerning board composition during the quarter ended December 2025. GSPL attributes this issue to the process of appointing Independent Directors, which requires approval from the Energy & Petrochemicals Department (EPD) of the Government of Gujarat, and is seeking a waiver based on regulatory provisions.
Notification of Regulatory Non-Compliance
GSPL confirms receipt of an email from the BSE dated 27th February, 2026, indicating non-compliance with Regulation 17(1) of the SEBI LODR pertaining to the composition of the Board for the quarter ended December 2025. This resulted in the imposition of a basic fine amounting to Rs. 45,000/- plus GST of Rs. 8,100/- by the BSE.
Justification for Waiver Request
The Company asserts that it should not be held liable for this fine and requests its waiver based on specific operational facts. As a Government Company, the power to appoint Directors, including Independent Directors, rests with the Energy & Petrochemicals Department (EPD), Government of Gujarat. Following this requirement, GSPL requested the EPD to suggest names to fill a vacancy.
The Company appointed Shri Jayant Misra, IRS (Retd.), as an Independent Director effective 22nd October, 2025. This appointment followed the cessation of Dr. Sudhir Kumar Jain and Shri Bhadresh Mehta on the same date due to the completion of their tenure.
Impact of Prior Resignation and Timeline Flexibility
The circumstances leading to the compliance gap originated from an earlier, unforeseen event. A vacancy arose on 15th October, 2025, when Independent Director Shri Tapan Ray, IAS (Retd.), resigned due to personal commitments.
GSPL highlights Regulation 17(1E) of the SEBI LODR, which permits a vacancy in the office of Director to be filled within a maximum period of three months from the date such vacancy arose. Since the vacancy occurred on 15th October, 2025, the Company utilized the full three-month period under Regulation 17(1E) to appoint a replacement for Shri Tapan Ray.
Seeking Relief
Accordingly, the Company will formally seek a waiver of the imposed fine. This request is being made in adherence to the SEBI Circular referenced as Master Circular dated 11th November, 2024 (and the erstwhile Circular dated 22nd January, 2020).
The communication concludes with assurance from the Company Secretary, Rajeshwari Sharma, dated 27th February, 2026.
Source: BSE
