Key Event
The company has received notices dated 25th August 2026 from both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Non-Compliance Details
The notices pertain to non-compliance with the following specific SEBI LODR regulations for 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)
Financial Impact
Consequent to the non-compliance, both exchanges have levied a fine of ₹14,19,540/- each (inclusive of GST).
Reason for Non-Compliance
The non-compliances primarily pertained to a shortfall in the requisite number of Independent Directors, including a Woman Independent Director, on the Board of the Company during the quarter ended 30th June 2026. This shortfall also resulted in non-compliance with the composition requirements of statutory Board Committees.
Company's Response and Rationale
In response to the notices, the company represented to both BSE and NSE via letters dated 26th August 2026. The company stated that:
- Being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Ministry of Petroleum & Natural Gas (MoP&NG), Government of India.
- Therefore, the shortfall was not due to any negligence or default by the company itself.
- Accordingly, IndianOil has requested that it should not be held liable to pay the fines and that they should be waived-off.
Ongoing Actions
The disclosure notes that IndianOil regularly takes up the matter of appointing the requisite number of Independent Directors (including a Woman Independent Director) with MoP&NG to ensure compliance with Corporate Governance norms under both SEBI LODR and the Companies Act.
Historical Precedent
The company disclosed that it had received similar notices from BSE and NSE in the past which also imposed fines. The company's waiver requests on those previous occasions were considered favorably by the Exchanges.