Mumbai, January 28, 2026 – Cochin Shipyard Limited has formally responded to penalties levied by the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) for failing to meet SEBI’s corporate governance requirements related to the appointment of independent directors.
The company informed the exchanges that its Board of Directors reviewed the matter in a meeting held on Wednesday. The stock exchanges had imposed fines totalling ₹9.77 lakh each on Cochin Shipyard for non-compliance with key SEBI Listing Obligations and Disclosure Requirements (LODR) during the July–September 2025 quarter.
The penalties were issued because the company did not have the required number of independent directors on its board, which also prevented it from properly constituting mandatory committees such as the Audit Committee and the Nomination and Remuneration Committee.
In its communication, the Board clarified that the appointment of directors is not within its direct control, as it is the Government of India—specifically the Ministry of Ports, Shipping and Waterways—that holds the authority to appoint directors to the board of the state-run shipbuilder.
The Board noted that the ministry did appoint one independent director, Dr. Seema Suri, in May 2025. However, five more independent directors are still pending appointment by the government.
Until a sufficient number of independent directors are appointed, the company cannot reconstitute its key board committees in line with SEBI norms, the Board stated.
The Board has directed the management to continue following up with the administrative ministry for the remaining appointments. It also plans to seek a waiver of the fines from the stock exchanges once full compliance is achieved, in accordance with the exchanges’ fine exemption policy.
This disclosure was made under SEBI’s master circular dated November 11, 2024, which requires listed companies to place exchange penalties before their board and publicly share the board’s comments.
Cochin Shipyard is among several public sector undertakings that have faced similar governance-related penalties due to delays in government-led appointment processes.
Also Read: Cochin Shipyard Q3 Results: Profit at ₹145 Cr, 70% Dividend Declared