Exchanges impose fines on Hindustan Zinc, others for violating norms

Vedanta group firm Hindustan Zinc Ltd (HZL) on Thursday said BSE and NSE have imposed a fine of Rs 5.37 lakh each on the company for non-compliance with Sebi regulation relating to number of independent directors on board.

The company said it is making constant efforts and follow-ups are being made with the mines ministry to meet the compliance requirements.

"The company has received a notice issued by BSE and NSE dated August 21, 2024, levying fine for non-compliance with Regulation 17(1) of the SEBI Listing Regulations, w.r.t the Composition of Board of Directors relating to number of independent directors," it said in a filing.

Further, the requirement of the woman independent director on the company's board has already been fulfilled, it said.

At present, there are three independent directors on the company's board.

Direct-to-Home operator Dish TV has also been fined Rs 12.74 lakh by BSE and NSE for lack of quorum on its board, according to a regulatory filing by the company.

Earlier, Dish TV had received notices from the bourses on February 22, 2024, and August 21, 2023, imposing fine over lack of proper strength on the board.

The latest notice dated August 21, 2024 is for not having proper composition of the Board and Nomination and Remuneration Committee, for June quarter 2024, it added.

According to the company, the non-compliance "in respect to reduction in the board strength was on account of non-approval of shareholders for the appointment of directors and that the same was beyond the control of the board or the company".

Both NSE and BSE have fined Rs 6.37 lakh each for violation of listing rules.

"The fines have been imposed on the company for noncompliance of Regulation 17(1) and 19(1)/(2) of Listing Regulations, pertaining to the composition of the Board and Nomination and Remuneration Committee, for the quarter ended June 30, 2024," it said.

Dish TV said it shall be making the payment of the fines and that it would have no impact on financial, operation or other activities of the company.

Moreover, the company has been advised to inform the promoters about the non-compliance and to place the communication before the board at its next meeting and the comments made by the board shall be informed to the exchange, it said.

As per the information available on the Dish TV portal, its board consists of six persons -- Chairman Manoj Dobhal, two independent directors, CFO, CEO and company secretary of the company.

Subhash Chandra's family-led promoter and promoter group hold a mere 4.04 per cent share and is in a tussle with YES Bank over the reconstitution of the board.

YBL, which was earlier Dish TV's largest shareholder has sold its 24.2 per cent in the company to JC Flowers Asset Reconstruction Pvt Ltd.

In the past, Dish TV shareholders have jostled down the company's proposals to approve the new appointments on the board in the EGM.

On three previous occasions, shareholders had rejected several proposals including re-appointment of Jawahar Lal Goel as Managing Director in June 2022 and the adoption of financial statements for 2020-21 and 2021-22 in September 2022.

State-owned KIOCL said stock exchanges BSE and NSE have each levied penalties of Rs 5.36 lakh for non-compliance.

The bourses have imposed fines on the pellet maker for non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that is, half of the company's board was not independent, for the quarter ended June 30, 2024, according to a regulatory filing.

"NSE and BSE have levied fine of Rs 536,900 each (incl. GST) on the company," KIOCL said in the filing.

"The company has clarified to stock exchanges that it is a government company and as per the Companies Act, 2013 and Articles of Association of the Company, the power to appoint Directors on the Board of Directors of the Company vests with the President of India (including Independent Directors)," it added.

All members of the company's board of directors are appointed by the Centre through the Ministry of Steel.

The non-compliance regarding the composition of the Board was neither due to any negligence/ default on the part of the company nor within the control of KIOCL's management/ board, the company said.

Further, KIOCL said it is making continuous efforts to meet the compliance requirements. It has requested the government to nominate a requisite number of Independent Directors on the company's board.

Once the government notifies the appointment of independent directors, the company shall comply with the requirements of SEBI (LODR) Regulations, 2015