NALCO (National Aluminium Company Limited) has formally communicated to stock exchanges seeking waiver of penalties imposed for non-compliance with SEBI regulations. The company's board has taken cognizance of the fines and directed management to pursue penalty waivers, emphasizing its status as a Central Public Sector Enterprise.

Updated Penalty Structure and Board Response

The latest communication reveals updated penalty amounts from both exchanges:

The penalties relate to non-compliance with Regulation 17(1) of SEBI (LODR) Regulations, 2015 for the quarter ended September 30, 2025. Each exchange imposed a basic fine of ₹4.60 lakh plus 18% GST, totaling ₹5.43 lakh per exchange.

Board Meeting Decisions and Actions

In the 362nd Board meeting held on December 9, 2025, directors formally addressed the penalty issue. The board took the following key decisions:

Company's Defense Strategy

NALCO has consistently maintained that as a CPSE, director appointments are beyond its control. The company's defense includes:

• Presidential Authority: All directors are appointed by the President of India
• No Company Control: NALCO cannot independently appoint independent directors
• Continuous Follow-up: Regular communication with Administrative Ministry
• Statutory Compliance: Efforts to meet Companies Act 2013 and SEBI LODR requirements

Regulatory Timeline and Communications

The penalty notices were issued by exchanges on November 28, 2025, following which NALCO initiated a structured response:

The company has requested favorable consideration of its waiver application, emphasizing that the non-compliance stems from circumstances beyond its operational control. NALCO continues to pursue the matter with the Ministry of Mines to expedite the appointment of requisite independent directors to ensure future compliance with all statutory requirements.

NALCO , a Government of India Enterprise, has been fined Rs 15.03 lakh by the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) for non-compliance with SEBI regulations regarding board and committee composition. The company is actively seeking a waiver of these penalties, citing its unique status as a Central Public Sector Enterprise (CPSE).

Fine Details and Non-Compliance

NALCO received identical fines from both BSE and NSE, each amounting to Rs 7,51,660 (including GST). The penalties were imposed for non-compliance with Regulations 17(1) and 18(1) of SEBI LODR Regulations 2015 for the quarter ended June 30, 2025. These regulations pertain to the composition of the board of directors and audit committee, respectively.

NALCO's Response and Actions Taken

In response to the fines, NALCO has taken several steps:

1. Communication with Government: The company informed the Ministry of Mines, its administrative ministry, about the fines on September 8, 2025, requesting expedited appointment of the required number of Independent Directors.

2. Clarification to Stock Exchanges: NALCO clarified to both BSE and NSE that as a CPSE, the authority for appointing directors rests with the President of India, and the company has no control over these appointments.

3. Board Meeting: The matter was discussed in NALCO's 359th Board meeting on September 25, 2025. The Board advised the company to communicate with the exchanges, explaining its position as a CPSE.

4. Waiver Application: A waiver application was submitted to BSE on September 18, 2025, for the committee composition non-compliance. The company plans to apply for a waiver of the board composition penalty once compliance is achieved.

Key Points from NALCO's Statement

NALCO's Stance

NALCO emphasizes that the appointment of Independent Directors is beyond its control, as all directors are appointed by the President of India. The company has been continuously engaging with the Administrative Ministry to expedite the appointment of the required number of Independent Directors to ensure compliance with both the Companies Act, 2013, and SEBI LODR Regulations, 2015.

The company has requested that the non-compliance be condoned and the imposed fines be waived, considering its status as a government enterprise and the ongoing efforts to rectify the situation.

As NALCO works towards resolving this regulatory issue, investors and market watchers will be keenly observing how this situation unfolds, particularly given the company's unique position as a government-controlled entity navigating stock market regulations.