RVNL faces exchange fine over board composition lapse; company cites delay in independent director appointments

Rail Vikas Nigam Ltd (RVNL) on Thursday said its board has taken note of fines imposed by the National Stock Exchange (NSE) and BSE for non-compliance with corporate governance norms relating to the composition of its board and committees for the quarter ended September 30, 2025.

In a regulatory filing, RVNL said the exchanges had flagged non-compliance with Regulations 17(1), 18(1) and 19(1)(2) of SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations, which prescribe requirements for the composition of the board, audit committee and nomination & remuneration committee.

The company said the matter was placed before its board in a meeting held on January 15, 2026, where directors deliberated on the non-compliance and the fines levied by the exchanges.

RVNL explained that the lapse occurred due to delays in the appointment of independent directors, including a woman independent director, and that the company has been repeatedly following up with the Ministry of Railways to fill the vacancies.

“Being a government company, RVNL has no role in the appointment of directors. Several reminders have been sent to the Ministry of Railways seeking immediate action,” the board noted.

The company had earlier informed the exchanges of the non-compliance and the penalties on November 28 and 29, 2025.