
Garden Reach Shipbuilders & Engineers Ltd. (GRSE), a state-owned defence shipbuilder, has received non-compliance notices from both NSE and BSE related to lapses in corporate governance regulations during the quarter ended September 30, 2025.
GRSE disclosed through an exchange filing that both the National Stock Exchange and BSE served notices for not complying with SEBI’s corporate governance norms.
These violations pertain to Regulations 17(1), 18(1), and 19(1)/19(2), which mandate a minimum number of independent directors, including at least 1-woman independent director, and proper formation of the audit and nomination and remuneration committees.
For these lapses, the NSE and BSE each imposed a penalty of ₹9,77,040, inclusive of GST. The company clarified that the absence of appointed directors was due to pending orders from the Government of India, as GRSE is a Central Public Sector Enterprise under the Ministry of Defence.
GRSE has formally responded to the exchanges by stating that director appointments are made through Presidential Orders and are not within the scope of the company's control. The company emphasised that the lack of required independent directors led to the inability to constitute key board committees, thereby resulting in technical non-compliance.
GRSE has requested both exchanges to waive off the penalties, citing the externality of the situation. It has also confirmed that it is actively following up with the Ministry of Defence to facilitate the prompt appointment of the required board members to meet SEBI's governance requirements.
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GRSE stated that it remains committed to full compliance with SEBI regulations. The company affirmed that it is engaged in communication with its promoter ministry and expects corrective appointments to be completed at the earliest to restore the required board composition and functionality of key committees.
As of December 1, 2025, at 9:19 AM, Garden Reach Shipbuilders & Engineers share price on NSE was trading at ₹2,835.30 up by 1.51% from the previous closing price.
GRSE’s non-compliance with corporate governance norms during Q2 FY26 resulted in fines from both NSE and BSE. The company attributes the lapse to delays in government-appointed directorships and is seeking resolution through the Ministry of Defence while requesting waivers from the exchanges for the imposed penalties.
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Published on: Dec 1, 2025, 11:10 AM IST

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