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: Why did the appellant argue that the fine was wrongly imposed under Regulation 17(1) of the Listing Obligation and Disclosure Requirement (LODR) Regulations ?

Answer & Explanation:

The appellant contended that Regulation 17(1) of SEBI (LODR) Regulations, 2015 does not prescribe any specific timeline for filling vacancies caused due to resignation, death, or removal of a director. Unlike Regulation 25(6), which specifies a timeline for replacing independent directors, Regulation 17(1) remains silent on when the vacancy must be filled. Hence, the imposition of the fine lacked statutory backing. Additionally, the appellant argued that the exchanges arbitrarily imposed the fine by assuming a three-month timeline that was not provided in any law.

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

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