The appellant company faced a penalty imposed by the NSE and BSE due to non-compliance with Regulation 17(1) of the Listing Obligation and Disclosure requirement (LODR) Regulations, 2015 following the demise of a non-ind

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2025
The appellant company faced a penalty imposed by the NSE and BSE due to non-compliance with Regulation 17(1) of the Listing Obligation and Disclosure requirement (LODR) Regulations, 2015 following the demise of a non-independent, non-executive director, Ravindra Upadhya, on 10 August 2020. The strength of the Board of Directors was reduced from six to five members, and the vacancy was filled on 15 March 2021. The stock exchanges imposed a fine at the rate of ₹ 5,000 per day for the period from 10 November 2020, citing non-compliance with the required board composition. The appellant's request for a waiver of the fine was rejected by SEBI. The appeal challenged the legality of the fine, arguing that Regulation 17(1) does not specify a timeline for filling vacancies. The adjudicating authority ruled in favour of the appellant, holding that the fine was imposed without statutory authority. In light of the above explain the following: What was the basis for the fine imposed by BSE and NSE on the appellant company?

Answer & Explanation:

The fine was imposed by BSE and NSE for non-compliance with Regulation 17(1) of the LODR Regulations, 2015 which mandates that a company's board of directors must comprise at least six members. Following the demise of Ravindra Upadhya on 10 August 2020, the board strength was reduced to five, leading to an alleged violation of this regulation. The exchanges imposed a fine of ₹5,000 per day starting from November 10, 2020, after granting a three-month period for compliance, as per their internal interpretation of vacancy-filling timelines.

Topics: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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