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: How does Regulation 25(6) of the LODR Regulations differ from Regulation 17(1) in terms of vacancy timelines ?

Answer & Explanation:

Regulation 25(6) of SEBI (LODR) Regulations, 2015 explicitly states that if an independent director resigns or is removed, the vacancy must be filled by the next board meeting or within three months, whichever is later. This provision ensures a clear deadline for compliance. However, Regulation 17(1) merely prescribes the minimum board composition without stipulating any timeframe for filling vacancies. This fundamental difference indicates that, in cases under Regulation 17(1), no automatic penalty should arise unless a prescribed timeline is established.

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

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