Hindustan Copper Fined ₹9.56 Lakh for SEBI Listing Norms Non-Compliance; Seeks Relief Over Director Appointment Delays – Indian PSU

State-owned company Hindustan Copper Limited has been penalized ₹9.558 lakh by stock exchanges for non-compliance with certain provisions of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015, due to vacancies in its board and committee structure.

According to the company, both the stock exchanges — BSE Limited and National Stock Exchange of India Limited — imposed fines for the quarter ended March 31, 2026, citing non-compliance with Regulations 17(1), 18(1), and 19(1)/(2) of the SEBI LODR framework.

Board Vacancies Trigger Compliance Breach

The non-compliance relates primarily to the inadequate number of independent directors on the board and the resulting shortfall in the composition of mandatory board committees such as the Audit Committee and Nomination & Remuneration Committee.

Hindustan Copper informed exchanges that there are currently five vacancies in the category of Independent Directors. As a Central Public Sector Enterprise (CPSE), appointments of Independent Directors are made by the President of India through the Ministry of Mines, and the company has no direct authority to fill these positions.

The company stated that it has repeatedly requested the Ministry of Mines to expedite the appointment process to ensure compliance with regulatory requirements.

Board Recommends Seeking Exemption

During its Board meeting held on June 12, 2026, directors advised the management to pursue relief under the “Uniform Carve Out Policy” applicable to listed public sector enterprises facing compliance issues arising from delays in government appointments.

The company is expected to seek exemption from the penalties, arguing that the vacancies are beyond its control and stem from administrative delays in the appointment process.

Governance Concerns Persist

While such exemptions have been granted to several PSUs in the past, the episode highlights the governance challenges faced by government-owned listed entities, where compliance with market regulations often depends on timely decisions by administrative ministries.

Unless the vacant independent director positions are filled soon, Hindustan Copper could continue to face regulatory scrutiny and additional penalties for non-compliance with SEBI’s corporate governance norms.

Key Takeaways

• Hindustan Copper has been fined ₹9.558 lakh for the quarter ended March 31, 2026.
• The penalty relates to non-compliance with SEBI LODR Regulations on board and committee composition.
• Five Independent Director positions remain vacant.
• Appointments are under the jurisdiction of the Ministry of Mines and the Government of India.
• The company plans to seek exemption under the Uniform Carve Out Policy.
• Continued delays could expose the PSU to further regulatory action and governance concerns.