NALCO’s Board of Directors discussed the ₹5,42,800/- fine imposed by the Exchanges for non-compliance with Regulation 17(1) concerning Independent Directors for the quarter ended 31.12.2025. The Board noted that director appointments are outside the Company’s control, resting with the Government of India. They advised seeking waiver and informing the Administrative Ministry to expedite necessary appointments.
Board’s Response to Exchange Fines
This correspondence addresses the fine levied by the stock exchanges via communications dated 27.02.2026. The fine amount totaled Rs.5,42,800/- (including GST @18% on a basic fine of Rs.4,60,000/-) for non-compliance with Regulation 17(1) of the relevant regulations for the quarter ending 31.12.2025.
Actions Taken Regarding Non-Compliance
The company has taken several proactive steps:
- The matter was immediately reported to the Promoter, the Government of India through the Ministry of Mines, on 03.03.2026, seeking expedited appointment of the required number of Independent Directors to ensure statutory compliance.
- The company clarified to both NSE and BSE that NALCO is a CPSE, and the authority for appointing Directors is vested with the President of India, over which the Company has no control. Consequently, a request was made for the non-compliances to be condoned and penalties waived.
Board Decision at the 365th Meeting
The Board reviewed the communications and the imposed fine during its meeting held on 06.03.2026. The Board formally advised the management to reiterate to the Exchanges that:
NALCO, being a CPSE, has no control over the appointment of its Directors, which is the prerogative of the Government of India. Therefore, the non-compliances pertaining to the quarter ended 31.12.2025 should be condoned and the penalties waived.
Further Directives
The Board further advised that the Chairman-cum-Managing Director should formally write to the Administrative Ministry. This communication will detail the penalties imposed by the Exchanges and formally request the early appointment of the requisite number of Independent Directors to satisfy the provisions of the Companies Act, 2013, and the relevant regulations.
The company emphasized that the appointment process is beyond the Company’s control, as all Directors are appointed by the President of India, though compliance efforts are continuously pursued with the Administrative Ministry. Therefore, the application for waiver of the fine amounting to Rs.5,42,800/- for the period ending 31.12.2025 is reiterated for favorable consideration.
Source: BSE
