MTNL Fined for Board Composition Non-Compliance by NSE and BSE

State-owned telecom operator Mahanagar Telephone Nigam Limited (MTNL) has been penalised by both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) for failing to comply with SEBI’s board composition norms, the company revealed in a regulatory filing.

In its filing submitted on Saturday, MTNL disclosed that each exchange has imposed a penalty of ₹6.73 lakh for non-compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nature of Non-Compliance

The penalties stem from multiple violations related to board governance, including:

• Failure to appoint a woman director
• Improper constitution of the Audit Committee
• Non-compliance in forming the Nomination and Remuneration Committee
• Inadequate Stakeholders Relationship Committee and Risk Management Committee

MTNL Attributes Delay to Administrative Processes

MTNL clarified that as a public sector undertaking, board-level appointments—including those of independent directors—are managed by the Department of Telecommunications (DoT), its administrative ministry.

The company reported that two independent directors, including a woman director, were appointed by the DoT effective April 15. It further mentioned that the matter regarding the appointment of four additional independent directors is currently under consideration by the central government.

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MTNL concluded the filing by stating that it has formally approached NSE and BSE with a request to waive the penalties, given the procedural nature of the delay and its status as a government entity.

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