Nature of the Disclosure

This is a regulatory disclosure made by Balmer Lawrie & Co. Ltd. to the National Stock Exchange of India Limited (NSE) and BSE Limited under Regulation 30 read with Point 20 (b) of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The disclosure pertains to fines imposed by BSE Limited on the company.

Key Quantitative Figures

BSE Limited imposed a total fine of ₹14,19,540 (inclusive of GST) on the company.

Dates of Action

  • The fine was imposed for the quarter ended 30th June 2026.
  • The company received the communication from BSE Limited via email on 25th August 2026.
  • The disclosure letter was dated and signed on 26th August 2026.

Parties or Entities Involved

  • Authority Imposing Fine: BSE Limited
  • Regulator Referenced: Securities and Exchange Board of India (SEBI)
  • Company's Administrative Ministry: Ministry of Petroleum & Natural Gas (MoPNG)

Details of the Violations/Contraventions

The fines were imposed for non-compliance with the following SEBI Listing Regulations during the quarter ended 30th June 2026:

  • Regulation 17(1)
  • Regulation 17(2A)
  • Regulation 18(1)
  • Regulation 19(1)/19(2)
  • Regulation 20(2)/(2A)
  • Regulation 21(2)

The specific reasons for non-compliance were:

  • The Board of Directors did not have an Independent Director, a Woman Director, and an Independent Woman Director during the quarter.
  • The Board did not comprise at least 50% Non-Executive Directors due to insufficient numbers of Independent Directors/Non-Executive Directors.

Purpose or Stated Rationale

The company provided context for the non-compliance, stating it is a Central Public Sector Enterprise (CPSE) under the administrative control of the Ministry of Petroleum & Natural Gas. It cited Article 7A of its Articles of Association, which states that the President of India is entitled to appoint Directors (including Wholetime Directors/Independent Director/Woman Independent Director/Woman Director/Government Nominee Director(s)) for a Government Company. The company asserts that the composition of the Board is dependent on directions from its Administrative Ministry, making the non-compliances due to factors beyond its control.

Financial Impact

As per the disclosure, no immediate operational or financial impact is expected except for the monetary amount of the fine itself, which is ₹14,19,540 (inclusive of GST).

Company Action

In light of the above, the company has made representations to BSE Limited seeking a waiver of the imposed fine.