Cochin Shipyard Limited Board Comments on Stock Exchange Penalties for Director Non-Compliance

Cochin Shipyard Limited (CSL) has responded to penalties totaling ₹9.77 lakh levied by both the BSE and NSE for non-compliance regarding the required minimum number of Independent Directors as of December 31, 2025. The Board acknowledged that director appointments are vested with the Government of India. While one appointment has been made, CSL is awaiting four more directors to reconstitute mandatory committees.

Stock Exchange Fine Acknowledged

The Board of Directors of Cochin Shipyard Limited (CSL), at its meeting on March 27, 2026, took note of the penalties imposed by the Stock Exchanges. The aggregate fine amounted to Rs. 9,77,040 (including GST) from each exchange. This penalty arose from the non-compliance with provisions concerning the Composition of the Board of Directors and the required structure of the Audit Committee and the Nomination and Remuneration Committee as of the quarter ending December 31, 2025.

Reliance on Government Appointments

CSL emphasized that the authority to appoint Directors rests solely with the Government of India. The Board noted the appointment of Dr. Seema Suri as an independent director via a letter dated May 20, 2025. However, the appointment of the remaining five independent directors is still awaited from the Government of India. Consequently, the critical Audit and Nomination/Remuneration Committees cannot be re-constituted in line with regulatory requirements until sufficient independent directors are in place.

Path Forward and Waiver Requests

The Board has advised management to continue closely following up on the matter with the relevant Administrative Ministry. Furthermore, CSL plans to file appropriate waiver requests with the Stock Exchanges once the necessary compliance is achieved, adhering to the extant Policy for Exemption of Fines.

Source: BSE

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