IRCON fined 9 quarters running for seats the government fills

Companies No. 85 20 October 2026 · 2 min read

IRCON International, a government company under the Railways Ministry, said on 19 October 2026 that NSE had waived its fines for 8 quarters, December 2024 to September 2026, in which its audit committee and its nomination and pay committee broke SEBI's rules on who sits on them. NSE and BSE fined IRCON ₹1.67 crore between them over 9 quarters from June 2024.

A waiver sounds like a let-off. But IRCON cannot fill those seats. The President, through the Railways Ministry, appoints every IRCON director, independent ones included, and IRCON says it kept asking. The ministry named 1 woman independent director, a former mayor of Faridabad, who joined on 17 August 2026. Both committees were rebuilt that day, which made IRCON eligible for the waiver.

The waiver is the smaller part of the bill. SEBI fines a short board ₹5,000 a day and each short committee ₹2,000 a day, and IRCON's fines match to the rupee: ₹9,66,420 from each exchange for April to June 2026 is 91 days at ₹9,000 plus GST. NSE waived the committees' ₹4,000 a day, as it waived 2 other committees' fines in February. The board's ₹5,000, charged in all 9 notices because half the board was not independent, is in neither waiver, and IRCON has disclosed no waiver from BSE.

SEBI's rules carry heavier tools, after 2 full quarters of a short board or audit committee, a stock moves to restricted trading and is then suspended, unless the exchanges record why not. IRCON's 9 notices mention only fines, which it books as a contingent liability, not a cost. So the rule meant to protect minority shareholders fines the company for seats only its owner can fill, and the fine goes once the owner acts.

Bars for 9 quarters from June 2024 to June 2026, each between ₹5.37 lakh and ₹14.04 lakh, the highest in March 2025 and about ₹9.6 to ₹9.8 lakh in each of the last 4.

A bar of ₹9,000 a day split into ₹5,000 for the board, not waived, and ₹2,000 each for the audit committee and the nomination and pay committee, both waived.

A timeline from June 2024, when the exchanges first fined IRCON for its board, through bigger fines in December 2024 and March 2025, to the ministry's director joining in August 2026 and NSE's waiver in October 2026.

Sources