Cochin Shipyard Limited Faces Fine for Board Composition Non-Compliance

Cochin Shipyard Limited Faces Fine for Board Composition Non-Compliance​

Cochin Shipyard Limited (CSL) has been fined a total of Rs. 9,77,040 by the Bombay Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE), representing Rs. 450,140 each plus Goods and Services Tax at 18%. The penalties stem from non-compliance with Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations.

The non-compliance relates to Regulation 17(1), concerning the composition of the Board of Directors – specifically, a lack of sufficient independent directors – as well as Regulations 18 and 19, pertaining to the constitution of the Audit Committee and Nomination and Remuneration Committee during the quarter ended December 31, 2025.

During a board meeting held on March 27, 2026, the Board of Directors acknowledged the fines and noted that the appointment of directors, including independent directors, is vested with the Government of India. The board confirmed that Dr. Seema Suri was appointed as an independent director by the Ministry of Ports, Shipping & Waterways, Government of India, via letter No. SY-11012/1/2016-CSL dated May 20, 2025. The company is awaiting appointments for the remaining five independent director positions from the Government of India and is actively working to meet compliance requirements. Reconstitution of the Audit Committee and Nomination and Remuneration Committee will occur following the appointment of a sufficient number of independent directors.

The board has directed management to continue pursuing the matter with the Administrative Ministry and to file waiver requests with the Stock Exchanges once compliance is achieved, in accordance with the extant Policy for Exemption of Fines.

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