Hindustan Copper Limited (HCL) has been levied a combined fine of ₹19.55 lakh (₹9.77 lakh by BSE and NSE each) for non-compliance related to the composition of its Board and Committees for the quarter ending December 31, 2025. HCL stated that director appointments rest with the President of India (Ministry of Mines). The Board has directed management to seek exemption from the fine while simultaneously requesting the Ministry to appoint the necessary part-time non-official directors.
Imposed Penalties for Governance Gaps
Hindustan Copper Limited (HCL) received notifications from both the BSE and NSE regarding the imposition of a fine amounting to ₹9,77,040/- by each exchange. This penalty stems from non-compliance with specific requirements concerning the composition of the Board and the constitution of various Board Committees for the quarter that concluded on December 31, 2025.
Dependency on Government Appointments
The Company clarified its unique position as a Government Company. It noted that the power to appoint Directors, as per its Articles of Association, is exclusively vested with the President of India, acting through the Ministry of Mines. HCL confirmed it has already communicated with the Ministry regarding the pending appointment of five part-time non-official/Independent Directors required to meet statutory compliance mandates, noting that the matter is currently under active consideration.
Board Action and Request for Waiver
Following directives from the Exchanges, this issue was presented for discussion at the 460th Board meeting held on March 16, 2026. The Board has advised management to pursue two simultaneous actions: first, to formally request the Ministry and the Exchanges for an exemption from paying the imposed fine. Second, the promoter, the Government (Ministry of Mines), has been informed of the vacant director posts and urged to expedite the necessary appointments to ensure future statutory compliance.
Appeal for Exemption
Consequently, HCL formally requested the relevant Exchange to grant an exemption from paying the fine, citing the reliance on governmental processes for filling the director vacancies, in alignment with the Uniform Carve Out Policy of the Exchange.
Source: BSE
