BPCL Fined Rs 29.34 Lakh by BSE, NSE for Board Composition Non-Compliance – Indian PSU
Bharat Petroleum Corporation Limited (BPCL) has been fined a total of Rs 29.34 lakh by the BSE and National Stock Exchange (NSE) for non-compliance with regulatory requirements relating to the composition of its Board of Directors and mandatory board committees.
The two stock exchanges have imposed fines of Rs 14.67 lakh each, taking the total penalty to Rs 29.34 lakh.
The non-compliance relates to a 91-day period during which BPCL did not have the required number of independent directors, affecting the composition of its Board as well as committees including the Audit Committee and Nomination and Remuneration Committee.
Independent Director Vacancies
BPCL has stated that the vacancies arose following the completion of the tenures of independent directors in March 2026. The company has attributed the continuing vacancies to the delay in nomination of independent directors by the Government of India.
As a public sector undertaking, BPCL has clarified that the appointment of government-nominated directors is not within the company’s independent decision-making authority. The power to nominate directors rests with the government.
The company said it has been coordinating with the government for early appointment of the required independent directors.
BPCL Seeks Waiver of Fines
BPCL is now expected to approach the stock exchanges seeking a waiver of the penalties, citing the fact that the delay in filling the independent director positions was beyond the company’s functional control.
The episode highlights the compliance challenges faced by listed public sector enterprises where key board appointments depend on government nominations.
While the exchanges have imposed the penalties for violation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, BPCL’s position is that the underlying vacancies resulted from an appointment process outside its control.
The resolution of the matter will now depend on the exchanges’ consideration of BPCL’s waiver request and the government’s appointment of the required independent directors.
