NALCO Requests Waiver of ₹5.31 Lakh Exchange Fines

Key Quantitative Figures

• Fine amount per exchange: ₹5,31,000 (including 18% GST on basic fine amount of ₹4,50,000)
• Total fine across both exchanges: ₹10,62,000
• Quarter of non-compliance: Ended March 31, 2026

Dates of Action

• May 27, 2026: BSE and NSE issued notices imposing fines
• June 2, 2026: Company informed its promoter (Government of India through Ministry of Mines) about the fines and requested expedited appointment of independent directors
• June 2, 2026: Company submitted initial waiver application to BSE and NSE
• July 14, 2026: 369th Board of Directors meeting held where the matter was discussed and resolutions passed
• July 29, 2026: Formal response submitted to exchanges with Board's comments

Parties Involved

• National Aluminium Company Limited (NALCO)
• BSE Limited (Bombay Stock Exchange)
• National Stock Exchange of India Limited (NSE)
• Government of India (Promoter)
• Ministry of Mines (Administrative Ministry)
• President of India (ultimate authority for director appointments)

Reason for Non-Compliance

Non-compliance with Regulation 17(1) of SEBI (LODR) Regulations, 2015 due to absence of adequate number of independent directors on the company's board.

Company's Position and Rationale

NALCO is a Central Public Sector Enterprise (CPSE) where all directors are appointed by the President of India. The company asserts it has no control over the appointment process of independent directors, which is vested solely with the Government of India. Therefore, the company believes the non-compliance should be condoned and penalties waived.

Board Resolutions (From 369th Meeting on July 14, 2026)

The Board of Directors resolved to:

1. Inform BSE and NSE that NALCO is a CPSE and director appointments are controlled by the Government of India, requesting condonation of non-compliance and waiver of penalties

2. Direct the Chairman-cum-Managing Director to write to the Administrative Ministry (Ministry of Mines) apprising them of the penalties imposed due to absence of adequate independent directors and requesting early appointment of requisite number of independent directors

Financial Impact

The immediate financial impact is the potential liability of ₹10,62,000 if the waiver requests are denied. The company has requested complete waiver of these fines.

Ongoing Actions

The matter relating to early appointment of requisite number of independent directors is continuously being taken up with the Administrative Ministry (Ministry of Mines) to ensure compliance with Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Document Certification

The submission is digitally signed by Bharat Kumar Sahu, Company Secretary & Compliance Officer (ACS: 9953), and includes certified extracts from the minutes of the 369th Board meeting held on July 14, 2026.