New Delhi: Rail infrastructure major RVNL is facing regulatory scrutiny after stock exchanges flagged gaps in its board structure during the December 2025 quarter.
Exchanges Impose Fine
The National Stock Exchange and BSE Limited have each levied a fine of Rs 9.7704 lakh, inclusive of GST, on RVNL. The action relates to non-compliance with Regulations 17(1), 18(1) and 19(1)/(2) of SEBI’s Listing Obligations and Disclosure Requirements regulations.
The exchanges communicated the penalties through letters and email dated 27 February 2026, according to the company’s regulatory filing.
Board Composition Shortfall
The violation stems from non-compliance in the composition of the Board and its committees for the quarter ended 31 December 2025. These rules require a specified number of independent directors and properly structured audit and nomination committees.
RVNL stated that the non-compliance has no financial, operational or other material impact on the company.
Government Appointment Authority
In letters dated 9 February 2026 and 11 February 2026, RVNL clarified that it is a Government company under Section 2(45) of the Companies Act, 2013.
The company explained that the President of India, through the Ministry of Railways, appoints directors, including independent and woman independent directors. RVNL added that it has no direct role in these appointments, which led to the temporary gap.
Waiver Possible After Compliance
RVNL said that once the Ministry of Railways appoints the required number of directors and compliance is restored, it will be eligible to seek a waiver under SEBI’s exemption policy.
It also noted that in earlier instances of similar non-compliance, both exchanges had waived the fines after compliance was achieved.
The disclosure was made under Regulation 30 of SEBI’s LODR Regulations, 2015, keeping investors informed of the regulatory development.
Disclaimer: This article is based on regulatory disclosures filed by the company with stock exchanges. It is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities.
