India's largest oil companies, including Indian Oil, BPCL, and gas utility GAIL, have been fined for the fifth consecutive quarter for failing to meet listing norms that require the presence of the requisite number of independent and women directors on their boards. Stock exchanges BSE and NSE imposed fines on oil refining and fuel marketing giants Indian Oil Corporation (IOC), Hindustan Petroleum Corporation Ltd (HPCL), Bharat Petroleum Corporation Ltd (BPCL), explorer Oil India Ltd (OIL), gas utility GAIL (India) Ltd, and refiner Mangalore Refinery and Petrochemicals Ltd (MRPL) for not complying with the listing requirements in the April-June quarter.
In separate filings with the stock exchanges, the companies outlined the fines imposed by BSE and NSE for either lacking the required number of independent directors or not having the mandated women directors during the quarter ending June 30, 2024. However, they were quick to clarify that the appointment of directors is done by the government, and they had no role in this process. The companies had been fined for the same issue in the previous four quarters as well. Listing norms stipulate that companies must have independent directors in proportion to executive or functional directors, and they are also required to have at least one woman director on the board.
IOC reported that BSE and the National Stock Exchange of India Ltd (NSE) imposed a fine of Rs 5,36,900 each on the company for non-compliance with Regulation 17(1) of the SEBI (LODR) concerning the composition of the Board of Directors during the quarter ending June 30, 2024.
In response to the notices, IOC stated that it had informed the BSE and NSE via a letter dated August 22, 2024, that as a government company, the power to appoint directors, including independent directors, rests with the Ministry of Petroleum and Natural Gas, Government of India. Therefore, the shortfall in independent directors and the non-appointment of a woman independent director on the company's board during the quarter ending June 30, 2024, was not due to any negligence or default by the company.
IOC requested that it should not be held liable for the fines and that they should be waived. The company also mentioned that it regularly contacts the ministry to ensure the appointment of the required number of directors to comply with corporate governance norms. Additionally, IOC noted that similar notices from BSE and NSE had been issued in the past, and the company's waiver requests had been considered favorably by the exchanges.
GAIL and other companies, including OIL and MRPL, were also fined Rs 5,36,900 each by BSE and NSE. These oil giants have not complied with the listing norms since April last year and have faced fines every quarter since then. IOC, HPCL, BPCL, GAIL, OIL, and MRPL were each fined Rs 5,36,900 by NSE and BSE for the January-March quarter as well.
