IRCTC Board Seeks Waiver of Stock Exchange Fines Over SEBI LODR Non-Compliance — October 28, 2026

Indian Railway Catering and Tourism Corporation Ltd (IRCTC) has moved to seek a waiver of penalties levied by the National Stock Exchange (NSE) and BSE for non-compliance with various provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The state-owned railway PSU disclosed that the issue was deliberated at its board meeting, following notices issued by both stock exchanges.

The fines imposed on the mini-ratna public sector enterprise consist of ₹10,23,060 and ₹29,500 levied by each exchange. The non-compliances pertain to board composition guidelines under Regulation 17(1), associated committee requirements—including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee—as well as Regulation 44(5) regarding the timeline for conducting its Annual General Meeting (AGM) for the financial year.

Board Composition Beyond Company Control

In its regulatory submission, IRCTC noted that the vacancies in key board positions were due to circumstances entirely beyond its operational control. As a central public sector enterprise under the administrative control of the Ministry of Railways, all director-level appointments—including independent and woman independent directors—rest with the President of India through the administrative ministry rather than the company's internal management.

The board highlighted that IRCTC had proactively informed and repeatedly requested the Ministry of Railways well in advance to expedite the necessary appointments. The absence of the mandated number of independent directors, including a woman independent director, had led to cascading non-compliances across board-level committees under Regulations 18(1), 19(1)/(2), 20(2)/(2A), and 21(2) of the SEBI LODR norms.

Expressing concern over the notices issued by BSE and NSE, the board directed management to maintain continuous engagement with the administrative ministry to ensure prompt induction of requisite directors in compliance with the Companies Act, 2013, and SEBI regulations.

Delay in 27th Annual General Meeting

Addressing the separate violation concerning the AGM timeline under Regulation 44, IRCTC clarified that the delay in convening the meeting by August 31 was caused by the late receipt of supplementary audit comments from the Comptroller and Auditor General of India (C&AG).

Timeline of AGM Disclosures:

• C&AG comments were received by the company on September 4.
• The company dispatched the AGM notice along with the full Annual Report on September 7, complying with secretarial and statutory standards.
• The 27th AGM was successfully held on September 29.

Following these deliberations, the board authorized the Director (Finance) and the Company Secretary to submit formal applications to both NSE and BSE requesting a full waiver of the fines.

Implications for Market Investors

For market participants tracking public sector undertakings, board composition penalties have become a routine friction point between capital market regulations and bureaucratic appointment cycles. The Standard Operating Procedure (SOP) framed by SEBI empowers stock exchanges to impose daily fines on non-compliant listed entities. However, exchanges have historically exercised discretion to grant waivers to PSUs where delays were demonstrably driven by administrative government processes rather than willful corporate omission.

IRCTC reiterated that the regulatory notices do not have any adverse impact on the operational or financial performance of the company.