Balmer Lawrie & Co. Ltd’s board has taken note of fines imposed by BSE Limited and National Stock Exchange of India Limited for non-compliance with specific SEBI Listing Regulations during the quarter ended March 31, 2026. The penalties stem from the company's failure to adhere to norms concerning board composition and committee constitution, which the company attributes to administrative delays in appointing directors by the Government of India. As a Central Public Sector Enterprise under the Ministry of Petroleum & Natural Gas, the company stated that its board structure is dependent on directions from the administrative ministry, making these non-compliances beyond its control.

The board, at its meeting held on June 27, 2026, confirmed that the company had submitted representations to the stock exchanges requesting a waiver of the imposed fines. The non-compliances cited include violations of Regulation 17(1), Regulation 18(1), Regulation 19(1)/19(2), Regulation 20(2)/20(2A), and Regulation 21(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company clarified that the failure to constitute committees was a cascading effect of the delay in finalizing the board composition.

Regulatory Context

The company operates under Article 7A of its Articles of Association, which mandates that the President of India appoints directors—including wholetime, independent, and government nominee directors—so long as it remains a government company. This requirement creates a dependency on the administrative ministry for filling board vacancies. Consequently, the board argued that the inability to comply with the listing regulations within the stipulated timelines was due to these external factors.

Board Proceedings

The meeting of the board of directors commenced at 03:00 p.m. and concluded at 04:00 p.m. on June 27, 2026. During this session, the directors reviewed and confirmed the contents of the representations made to the exchanges seeking the waiver of penalties. The disclosures were formally submitted under Regulation 30 of the Listing Regulations.

Balmer Lawrie & Co Ltd has appointed Sushil Dugar as Senior Vice President (Digital Transformation and New Initiatives) effective June 17, 2026. The appointment, disclosed to the stock exchanges, follows a change in his role from Officer on Special Duty. This strategic move is aimed at strengthening the company's future prospects through digital initiatives.

The appointment was made in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company informed the exchanges that the change in senior management was effective immediately.

Sushil Dugar will head Digital Transformation & New Initiatives, a key area identified for the company's growth. His tenure as Senior Vice President is set for a term ending December 31, 2031, which spans a period of 66 months.

The disclosure was submitted by Kavita Bhavsar, Company Secretary and Compliance Officer of Balmer Lawrie & Co Ltd. The filing confirmed that the appointment falls under the definition of Senior Management as per Regulation 16(1)(d) of the Listing Regulations.

Appointment Details