Key Quantitative Figures
- National Stock Exchange of India Limited fine: ₹4,50,000
- BSE Limited fine: ₹4,50,000
- Total fines imposed: ₹9,00,000
Dates of Action
- Stock Exchange notices issued: May 27, 2026
- Board meeting date: July 29, 2026
- Previous director appointments: December 12, 2024 (Mr. Mayank Talwar and Mr. Gurinder Singh)
- Shareholder rejection date: August 14, 2025
- Subsequent appointments: August 14, 2025 (Mr. Arun Kumar Kapoor and Ms. Heena Naishadh Bhatt)
- Shareholder approval date: April 17, 2026
- MIB approval effective date: May 13, 2026 (for Mr. Ashok Anant Paranjpe)
Parties Involved
- Regulatory bodies: National Stock Exchange of India Limited, BSE Limited, SEBI, Ministry of Information and Broadcasting
- Company representatives: Board of Directors, Management, Promoters
- Directors mentioned: Mr. Mayank Talwar, Mr. Gurinder Singh, Mr. Arun Kumar Kapoor, Ms. Heena Naishadh Bhatt, Mr. Ashok Anant Paranjpe
Nature of Non-Compliance
Non-compliance with Regulation 17(1) of SEBI Listing Regulations for the quarter ended March 31, 2026 due to reduction in Board strength below the minimum requirement of six directors.
Reason for Non-Compliance
The reduction occurred due to:
1. Non-approval of director appointments by shareholders
2. Requirement of obtaining prior approval from Ministry of Information and Broadcasting for director appointments
MIB Approval Constraints
According to MIB Uplinking Guidelines:
- Company can only appoint directors without prior MIB approval if board strength falls below three
- Even under exemption, company can only appoint enough directors to reach three total
- This meets Companies Act, 2013 requirement (minimum three directors) but not SEBI requirement (minimum six directors)
Timeline of Director Appointments
1. December 12, 2024: Mr. Mayank Talwar and Mr. Gurinder Singh appointed as Independent Directors (maintained board at three directors)
2. August 14, 2025: Shareholders did not approve these appointments
3. August 14, 2025: Mr. Arun Kumar Kapoor and Ms. Heena Naishadh Bhatt appointed as Independent Directors (maintained board at three directors)
4. April 17, 2026: Shareholders approved appointments of Mr. Arun Kumar Kapoor, Ms. Heena Naishadh Bhatt, and Mr. Ashok Anant Paranjpe
5. May 13, 2026: Mr. Paranjpe's appointment became effective upon receipt of MIB approval
Current Board Composition
The Board presently comprises four directors.
Company's Position
The company, its Board, and Management state they have continuously taken all requisite and immediate steps to ensure compliance. The non-compliance arising from reduction in number of directors is stated to be entirely beyond the control of the Company, its Board of Directors, its Management, and its Promoters due to:
- Shareholder decisions on appointments
- MIB approval requirements
Financial Impact
Immediate financial impact: ₹9,00,000 in fines paid to stock exchanges.
Submitted By
Balveer Singh, Company Secretary & Compliance Officer (Membership No.: A59007)
Contact: +91-120-504 7000