Gujarat State Petronet Ltd (GSPL) announced that it received penalties from the stock exchanges for non-compliance regarding the composition of its Board for the quarter ended December 2025. GSPL asserts it should not be liable for the ₹45,000 plus GST fine levied by each exchange. The delay stemmed from the process of appointing a new Independent Director, as the power to appoint rests with the Government of Gujarat’s Energy & Petrochemicals Department.
Notification of Exchange Penalties
Gujarat State Petronet Ltd (GSPL) has disclosed receiving communications from both BSE and NSE regarding non-compliance with board composition requirements for the quarter ended December 2025. The exchanges imposed a basic fine of Rs. 45,000/- plus GST (Rs. 8,100/-), totaling Rs. 53,100/- per exchange, for the contravention.
Basis for Fine Waiver Request
GSPL contends that it should be exempt from paying these fines based on the following operational facts:
- As a Government Company, the authority to appoint Directors, including Independent Directors, resides with the Energy & Petrochemicals Department (EPD), Government of Gujarat.
- GSPL had formally requested the EPD to suggest a name to fill an Independent Director vacancy to ensure compliance with the relevant regulation.
- The Company appointed Shri Jayant Misra, IRS (Retd.), as an Independent Director effective October 22, 2025, succeeding the cessation of two other Independent Directors on the same date due to tenure completion.
- Crucially, a separate vacancy arose earlier on October 15, 2025, due to the unforeseen resignation of Shri Tapan Ray, IAS (Retd.). As this vacancy needed filling within three months, the Company utilized the provision allowing a three-month window under Regulation 17(1E).
Timing of Disclosure and Compliance Strategy
The communication from NSE imposing the fine was received late on February 27, 2026. GSPL confirmed that the disclosure was made immediately upon receipt, as the following day was not a working day. The Company affirms that there is no material impact on its financial or operational activities.
Accordingly, GSPL will formally seek a waiver of this fine based on applicable SEBI Circulars, including the Master Circular dated November 11, 2024.
Exchange Warnings and Next Steps
The exchanges have warned GSPL that fines will continue to accrue until rectification is complete or trading is suspended. Furthermore, failure to comply for a second consecutive quarter for certain regulations could result in the company being transferred to the Z group, leading to potential trading suspension.
GSPL is required to place the matter, including any subsequent exchange actions, before the Board of Directors at its next meeting for review and comments, which must then be disseminated to the Exchange.
Source: BSE
