State-owned telecom operator Mahanagar Telephone Nigam Ltd (MTNL) has been fined by both the National Stock Exchange (NSE) and BSE for failing to meet regulatory requirements related to the structure of its board of directors.
In a regulatory filing, MTNL confirmed that the exchanges collectively imposed a penalty of ₹5.42 lakh for non-compliance with Regulation 17(1) of SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015, which mandates adequate representation of independent directors on company boards.
According to the filing, the company is required to appoint four additional independent directors to meet corporate governance norms but has not been able to do so. MTNL explained that, being a government-owned enterprise, board appointments are overseen by the Department of Telecommunications (DoT) and not determined independently by the management.
The total penalty includes a basic fine of ₹4.60 lakh, along with 18% GST, amounting to ₹82,800.
MTNL stated that progress has been made, noting the appointment of two independent directors, including a woman director, earlier this year through a DoT notification dated April 15, 2025. The company also confirmed that the request for the remaining appointments is already under review with the government.
In addition, MTNL has approached both NSE and BSE seeking a waiver of the imposed fines, citing dependency on ministerial approval for board-level decisions.
Summary
MTNL has been fined ₹5.42 lakh by NSE and BSE for failing to meet SEBI-mandated board composition rules. The company requires four more independent directors but says appointments are pending government approval. MTNL has requested a waiver from the exchanges after appointing two independent directors earlier this year.
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