HMT Limited , a government-owned company, has been slapped with fines totaling Rs 12.17 lakh by India's two major stock exchanges for non-compliance with key regulatory requirements. The fines highlight the importance of adherence to corporate governance norms, even for state-owned enterprises.

Regulatory Non-Compliance

The Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) have each imposed a fine of Rs 6.09 lakh (inclusive of GST) on HMT Limited. The penalties were levied for non-compliance with Regulation 17(1), 18(1), and 19(1)/19(2) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.

Nature of Non-Compliance

The non-compliance pertains to the quarter ended September 30, and involves three key areas:

1. Composition of the Board of Directors
2. Constitution of the Audit Committee
3. Constitution of the Nomination and Remuneration Committee (NRC)

The company lacked the requisite number of Independent Directors on its Board of Directors and in its Audit Committee and NRC up to July 14.

Company's Response

HMT Limited has stated that it is in the process of applying for a waiver of the imposed fines. The company cited its status as a Government Company, where all directors are appointed by the Government of India as per the company's Articles of Association.

Steps Towards Compliance

To address the non-compliance, HMT Limited has taken the following steps:

1. Requested the Administrative Ministry to appoint the required number of Independent Directors.
2. Specifically asked for the appointment of one Independent Woman Director to the Board of Directors.

These appointments are crucial for the company to comply with the aforementioned SEBI regulations.

Implications for Investors

This incident underscores the importance of robust corporate governance, even in government-owned entities. Investors should be aware that:

1. Non-compliance with regulatory norms can result in financial penalties.
2. Government companies may face unique challenges in board composition due to their appointment processes.
3. Timely compliance with SEBI regulations is crucial for maintaining investor confidence.

As HMT Limited works towards resolving these compliance issues, investors and market watchers will be keenly observing the company's progress in reconstituting its board and key committees in line with regulatory requirements.

HMT Limited , a Government of India undertaking, has announced the appointment of M&A Associates as its Secretarial Auditor for a five-year term. This decision, approved by shareholders at the company's 72nd Annual General Meeting on November 7, 2025, marks a significant corporate governance move for the organization.

Key Details of the Appointment

About M&A Associates

M&A Associates is a full-service Corporate Secretarial and Legal Advisory Firm, offering comprehensive solutions for corporate compliance and legal requirements. The firm's profile includes:

• Headquarters: Bangalore
• Branch: Kolkata
• Service Scope: Pan-India and International
• Founding Partners:
  • Mr. Vivek Mishra (M.Com, FCS, LLM, ACMA)
  • Mr. Anil Dubey [FCS, LL.B. Registered Valuer (SFA)]
• Core Team Experience: Over a decade of collective experience

The firm is known for its practical guidance, legal expertise, and strong client relationships. M&A Associates also leverages technology to enhance service delivery and operational efficiency, regularly conducting knowledge-sharing initiatives for clients and team members.

Regulatory Compliance

This appointment aligns with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. HMT Limited has duly informed the stock exchanges - BSE Limited and National Stock Exchange of India Limited - about this appointment, demonstrating its commitment to transparent corporate governance practices.

Implications

The appointment of M&A Associates as the Secretarial Auditor for a five-year term suggests HMT Limited's focus on maintaining robust corporate governance standards. With M&A Associates' extensive experience and technological approach, HMT Limited is poised to ensure compliance with evolving regulatory requirements in the coming years.

This move by HMT Limited, a long-standing public sector undertaking, reflects the increasing importance of professional secretarial audits in ensuring regulatory compliance and maintaining investor confidence in the Indian corporate landscape.