Gujarat State Petronet Ltd Receives ₹53,100 Fine Each from BSE and NSE, Seeks Waiver

Gujarat State Petronet Ltd (GSPL) has received notices from both the BSE Limited and the National Stock Exchange of India Limited (NSE) imposing fines for non-compliance with board composition requirements under SEBI regulations for the quarter ended December 31, 2025.

Each exchange has levied a fine of ₹45,000 plus 18% GST amounting to ₹8,100, taking the total fine payable to ₹53,100 per exchange. The penalty has been imposed under Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), which pertains to the composition of the Board of Directors.

Reason for Non-Compliance

The exchanges observed that GSPL did not meet the prescribed board composition requirements during the December 2025 quarter. Specifically, a vacancy arose on October 15, 2025, following the resignation of Independent Director Shri Tapan Ray, IAS (Retd.), citing personal commitments.

The company stated that it appointed Shri Jayant Misra, IRS (Retd.) (DIN: 11277894) as Independent Director with effect from October 22, 2025. However, the resignation of Shri Tapan Ray created an unforeseen vacancy, which GSPL argues falls under Regulation 17(1E) of the LODR Regulations. This provision allows a listed entity up to three months to fill a vacancy in the office of a director.

GSPL clarified that as a Government Company, the power to appoint directors, including Independent Directors, vests with the Energy & Petrochemicals Department (EPD), Government of Gujarat. The company had formally requested the department to suggest a suitable candidate to fill the vacancy.

Company to Seek Waiver Under SEBI Master Circular

GSPL has informed the exchanges that it intends to seek a waiver of the fine under the SEBI Master Circular dated November 11, 2024, which outlines the Standard Operating Procedure (SOP) for imposing fines and suspension of trading in cases of non-compliance.

The company emphasized that the resignation of the Independent Director was unforeseen and beyond its control and that it acted within the permissible three-month window provided under Regulation 17(1E).

The NSE notice further states that continued non-compliance could lead to additional penalties, including freezing of promoter shareholding and possible transfer of the scrip to the Z category in case of repeated violations. The fine will continue to accrue daily until rectification if non-compliance persists.

No Material Financial Impact

In its disclosure, GSPL clarified that there is no material impact on the financial, operational, or other activities of the company due to the fine.

The matter is expected to be placed before the Board of Directors at its next meeting, and the Board’s comments will be informed to the exchanges in line with regulatory requirements.

GSPL shares trade under the code 532702 on BSE and “GSPL” on NSE.