National Aluminium Company Ltd Requests Waiver of Rs 5,31,000 Fine for Non-Compliance with SEBI Board Composition Norms

National Aluminium Company Limited (NALCO) has requested BSE and NSE to waive a fine of Rs 5,31,000 (including GST @18% on a basic fine of Rs 4,50,000) imposed for non-compliance with Regulation 17(1) of SEBI (LODR) Regulations, 2015 for the quarter ended 31.03.2026. The company, a Central Public Sector Enterprise, cited that the authority for Director appointments is vested with the President of India, placing the matter beyond its control. The Board of Directors, at their 369th meeting on 14.07.2026, advised management to seek condonation from the exchanges and escalate the issue to the Ministry of Mines for early appointment of Independent Directors. NALCO's formal waiver application was initially submitted to both exchanges on 02.06.2026.

National Aluminium Company Limited (NALCO), a Government of India Enterprise headquartered at Nalco Bhawan, Nayapalli, Bhubaneswar, has formally written to BSE Limited and the National Stock Exchange of India Limited (NSE) requesting a waiver of a fine imposed for non-compliance with the board composition requirements under SEBI listing regulations. The communication, signed by Company Secretary & Compliance Officer B. K. Sahu, was submitted following deliberations at the company's 369th Board of Directors meeting.

Fine Imposed for Non-Compliance with Regulation 17(1)

BSE and NSE, vide their communications dated 27.05.2026, informed NALCO of the imposition of a fine for non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the composition of the Board of Directors. The key details of the fine are as follows:

Parameter:	Details
Fine Amount (per exchange):	Rs 5,31,000/-
Basic Fine Amount:	Rs 4,50,000/-
GST Rate Applied:	18%
Non-Compliance Period:	Quarter ended 31.03.2026
Regulation Violated:	Regulation 17(1), SEBI (LODR) Regulations, 2015
Exchange Communications Date:	27.05.2026

NALCO's Position: Appointment Authority Rests with Government of India

NALCO, in its response, clarified to both exchanges that as a Central Public Sector Enterprise (CPSE), the authority for the appointment of Directors — including Independent Directors — is vested with the President of India. The company stated that it does not have any control over such appointments and, therefore, the non-compliance was not attributable to any action or inaction on its part.

The company had initially written to BSE and NSE on 02.06.2026, seeking condonation of the non-compliance and waiver of the penalties for the quarter ended 31.03.2026. On the same date, the matter was also communicated to the Promoter of the Company, i.e., the Government of India through the Ministry of Mines, being the Administrative Ministry, with a request to expedite the appointment of the requisite number of Independent Directors.

Board of Directors Takes Cognizance at 369th Meeting

The matter was placed before the Board of Directors at their 369th meeting held on 14.07.2026 at Bhubaneswar. After detailed deliberation, the Board took cognizance of the communications from BSE and NSE dated 27.05.2026 and issued the following advisories:

Exchanges to be informed that NALCO is a CPSE and the authority for appointment of Directors is vested with the Government of India; hence, the company has no control over such appointments, and the non-compliance for the quarter ended 31.03.2026 may be condoned with penalties waived.
The Chairman-cum-Managing Director was advised to write to the Administrative Ministry, apprising it of the penalties imposed by BSE and NSE due to the absence of an adequate number of Independent Directors on the Board, and requesting early appointment of the requisite number of Independent Directors to comply with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Formal Waiver Request Submitted to Exchanges

In view of the Board's directions and the company's ongoing engagement with the Ministry of Mines, NALCO has formally requested BSE and NSE to favourably consider the waiver application submitted on 02.06.2026. The company has reiterated that the matter relating to the early appointment of the requisite number of Independent Directors is continuously being taken up with the Administrative Ministry to ensure compliance under the applicable statutory provisions.

NALCO has requested that the non-compliance with Regulation 17(1) of SEBI (LODR) Regulations, 2015 for the quarter ended 31.03.2026 be condoned, and the imposition of fine of Rs 5,31,000/- (including GST @18% on basic fine amount of Rs 4,50,000/-) be waived by both exchanges.