New Delhi, India | June 16, 2026 — State-owned Hindustan Copper Limited (HCL) has disclosed that it has been imposed a cumulative penalty of ₹19.11 lakh by India’s leading stock exchanges, the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE), for non-compliance with certain corporate governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
According to a regulatory filing submitted by the company, both exchanges levied a fine of ₹9,55,800 each, citing deficiencies related to the composition of the company’s Board of Directors and key board committees for the quarter ended March 31, 2026.
Penalty Linked to Board and Committee Composition
The exchanges identified non-compliance with:
- Regulation 17(1) – Composition of the Board of Directors
- Regulation 18(1) – Constitution of the Audit Committee
- Regulation 19(1) and 19(2) – Constitution of the Nomination and Remuneration Committee
These provisions are designed to ensure effective corporate governance, transparency, accountability, and independent oversight within listed companies.
The non-compliance was attributed primarily to vacancies in the positions of independent directors, which impacted the required composition of the Board and statutory committees.
Government Appointment Process at the Center of the Issue
Hindustan Copper clarified that, as a Government of India enterprise, the authority to appoint directors does not rest with the company’s management or Board. Instead, appointments are made by the President of India through the Ministry of Mines.
The company stated that it had already submitted a proposal to the Ministry seeking the appointment of five part-time non-official (independent) directors to its Board. The proposal remains under consideration by the government.
As a result, the company argued that the delay in filling vacant Board positions was beyond its direct control.
Matter Reviewed by the Board of Directors
The issue was formally discussed during the company’s 464th Board Meeting, held on June 12, 2026.
During the meeting, the Board reviewed the regulatory concerns raised by the stock exchanges and advised management to engage with both the Ministry of Mines and the stock exchanges to seek relief regarding the penalty.
The Board emphasized the importance of achieving full compliance with corporate governance requirements while acknowledging the procedural constraints involved in appointing directors in a public sector enterprise.
Request for Exemption Under Uniform Carve Out Policy
Hindustan Copper has formally approached both BSE and NSE, requesting exemption from payment of the fine under the exchanges’ Uniform Carve Out Policy.
The policy provides an avenue for listed entities to seek relief in circumstances where regulatory non-compliance occurs due to factors beyond the company’s direct control.
The company has argued that the delay in appointing independent directors resulted from the government appointment process and not from any deliberate action or negligence on its part.
Ministry of Mines Informed About Vacancies
HCL further informed investors that it has already brought the matter to the attention of its promoter, the Government of India, through the Ministry of Mines.
The company has requested the ministry to expedite the appointment of independent directors and fill the vacant Board positions to ensure compliance with statutory and regulatory requirements.
Management believes that once the pending appointments are completed, the company will be able to restore full compliance with SEBI’s governance framework.
Importance of Corporate Governance Compliance
Corporate governance regulations issued by SEBI play a crucial role in safeguarding shareholder interests and maintaining transparency in listed companies.
The rules require companies to maintain an appropriate mix of executive, non-executive, and independent directors while ensuring that key committees function independently and effectively.
Any deviation from these requirements can attract regulatory scrutiny and financial penalties from stock exchanges.
Official Disclosure
The disclosure regarding the penalty was signed by Mritunjay Kumar Dev, Company Secretary and Compliance Officer of Hindustan Copper Limited, and submitted to the stock exchanges in accordance with listing regulations.
Conclusion
The ₹19.11 lakh penalty imposed on Hindustan Copper Limited highlights the importance of maintaining compliance with corporate governance norms in publicly listed companies. While the company attributes the issue to delays in government-appointed director nominations, the matter underscores the critical role of Board composition and committee structure in meeting regulatory standards.
As HCL continues to engage with the Ministry of Mines, BSE, and NSE, stakeholders will closely monitor developments regarding the appointment of independent directors and the company’s request for exemption under the Uniform Carve Out Policy.
