Hindustan Organic Chemicals Limited (HOCL) has been fined Rs. 6.57 lakh plus GST by the Bombay Stock Exchange (BSE) for non-compliance with regulations related to board composition, quorum, and audit committee during the quarter ended June 30, 2025.

Details of Non-Compliance

The fine was imposed for violations of the following SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Regulation 17(1): Composition of Board of Directors
2. Regulation 17(2A): Quorum of Board Meetings – absence of independent director
3. Regulation 18(1): Non-compliance with the constitution of Audit Committee

Company's Response

HOCL has submitted a waiver application to the BSE, requesting a complete waiver of the fine. The company cited that the non-compliance was beyond its control, as the appointment of directors is managed by the Ministry of Chemicals & Fertilizers, Department of Chemicals & Petrochemicals, Government of India.

Steps Towards Compliance

The company has reported that it is now in full compliance with the applicable regulations following the appointment of Independent Directors and a woman director in June 2025. This development addresses the issues related to board composition and committee constitution.

Board's Acknowledgment

In its 423rd Board meeting held on November 13, 2025, HOCL's Board of Directors acknowledged the fine imposed by BSE and noted the submission of the waiver application. The Board also recognized the company's current compliance status.

Current Board Composition

As of September 30, 2025, HOCL's Board of Directors comprised five members, which fell short of the minimum requirement of six directors as prescribed under Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015. However, the company has since addressed this issue:

• The Public Enterprises Selection Board (PESB) recommended the appointment of Shri Sangram Kumar Mishra as Chairman and Managing Director (CMD) in July 2025.
• Shri Sangram Kumar Mishra assumed charge as CMD on October 8, 2025.
• With this appointment, the Board now consists of six directors, meeting the minimum board strength requirement.

Ongoing Compliance Efforts

While HOCL has resolved the issue of board strength, it continues to work on complying with regulations related to the composition and number of Independent Directors as stipulated under Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015. The company has stated that necessary steps will be initiated to ensure full compliance.

This incident highlights the challenges faced by government enterprises in maintaining regulatory compliance, especially when key appointments are controlled by ministries. It also underscores the importance of timely action in addressing such issues to avoid penalties and ensure good corporate governance.

Hindustan Organic Chemicals Ltd (HOCL) has announced a temporary shutdown of its Phenol plant in Kochi, Kerala, for essential maintenance work. The shutdown is scheduled to last for 10 days, from September 10 to September 19, 2025.

Maintenance Details

The company disclosed that the primary reason for the shutdown is maintenance work in the Cumene Plant. During this period, the Phenol plant will be non-operational. However, HOCL has confirmed that its Hydrogen Peroxide Plant will continue to operate normally throughout the maintenance period.

Impact on Operations and Sales

HOCL has taken measures to ensure minimal disruption to its business operations during the shutdown:

• The company reports having sufficient reserve stock to meet demand during the maintenance period.
• No sales are expected to be affected due to the temporary closure.
• The plant is scheduled to resume operations on September 20, 2025.

Regulatory Compliance

In adherence to regulatory requirements, Hindustan Organic Chemicals Ltd has formally notified the BSE (Bombay Stock Exchange) of this temporary shutdown. The disclosure was made in compliance with Regulation 30, read with Schedule III Part A para B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This planned maintenance demonstrates HOCL's commitment to ensuring the efficiency and safety of its operations. By proactively addressing maintenance needs, the company aims to maintain the long-term reliability of its Phenol production facilities.