The Bombay Stock Exchange (BSE) has issued a notice outlining a new, streamlined process for listed companies to apply for waivers of penalties. Under the new framework, which was developed in consultation with SEBI and other exchanges, a single “designated” exchange will handle waiver applications from companies that are listed on more than one exchange. This measure is intended to ensure uniformity and efficiency in decision-making. The designated exchange is determined by the company’s name—BSE for companies starting with L-Z and numbers 5-9, and NSE for those starting with A-K and numbers 0-4. A nominal, non-refundable processing fee of ₹10,000 (plus GST) will be charged by the designated exchange for each application. The notice also provides an illustrative list of scenarios that are likely to result in the rejection of waiver requests, such as delays due to a lack of staff or an inability to find a replacement for a key managerial person. This new procedure is effective for applications submitted on or after September 1, 2025. It will not apply to companies listed on only one exchange, although they will follow the same procedural guidelines.
Bombay Stock Exchange
Notice No. 20250826-47
Notice Dated: 26 Aug 2025
Category: Circulars Listed Companies
Segment: Equity
Subject: Processing of waiver applications by the Exchanges in case of commonly listed entities
To All Listed Entities,
SEBI vide SOP Circular ref. no. SEBI vide Master circular dated November 11, 2024 (ref no. SEBI/HO/CFD/PoD2/CIR/P/0155) (Erstwhile Circular ref no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020) directed the Exchanges to put in place a framework to monitor submissions made by listed entities and to initiate actions such as levy of penalties, moving of security to ‘Z’ category, freezing of promoter holdings and suspension of trading in securities of non-compliant listed entities.
Further, SEBI in its above-mentioned Circulars directed the Exchanges that they may deviate from the actions prescribed in SOP Circulars, if found necessary, only after recording reasons in writing.
In view of the above, the Exchanges constituted Internal Committees for reviewing the requests received for waiver of SOP fines based on the extant norms.
In order to achieve the objectives of streamlining the process of disposal of waiver requests, expediting the disposals and maintaining uniformity of actions/decisions involving commonly listed Companies, the Exchanges in consultation with SEBI have agreed that waiver applications received from commonly listed entities shall be segregated so that only one of the Exchanges will process the application and the decision shall be binding on all other Exchanges which have levied penalties on the Companies for the same non- compliance. It has also been agreed that a nominal non-refundable processing fee shall be charged by the Exchange tasked with the disposal of the waiver application.
The details of the procedural aspects of the said policy including the applicable processing fees, which shall be effective for applications seeking waiver of SOP fines submitted to the exchanges on or after September 01, 2025 is provided at Annexure I – “Processing of waiver applications by the Exchanges in case of commonly listed entities”.
While filing an application for waiver request as per this circular, the Company is also advised to refer to the “Policy for Exemption of Fines” which provides basis for seeking waiver of SOP fines. In order to assist the companies, an illustrative list of scenarios which may lead to rejection of waiver requests has also been put together and shall be read along with the Policy for Exemption of Fines. The same is provided at Annexure II – “Illustrative list of scenarios for rejection of waiver requests”.
For commonly listed companies name starting with A to K alphabet, the designated Stock Exchange will be NSE and companies name starting with L to Z, the designated Stock Exchange will be BSE. Companies name starting with 0 to 4 number, the designated Stock Exchange will be NSE and companies name starting with 5 to 9 number, the designated Stock Exchange will be BSE. The same methodology will be adopted to determine the designated Stock Exchange for the newly listed companies.
It may be noted that the aforesaid mechanism for processing will be applicable only to the Companies that are listed on more than one Exchange. In case of Exclusively listed Companies, i.e., Companies listed on only one Exchange, the waiver shall be processed by the Exchange where the company is listed. However, the process followed for such waiver shall be as according to the Annexure I – “Processing of waiver applications by the Exchanges in case of commonly listed entities”
All listed Companies are directed to take note of the same and ensure compliance.
In case of any clarification, with respect to waiver of SOP fine , the Companies are advised to drop an email on bse.soplodr@bseindia.com
The circular shall be effective from September 01, 2025.
Yogendra Daxini
Payal Shah
Dy. Vice President
Manager-Listing Compliance
Annexure I
Processing of waiver applications by the Exchanges in case of commonly listed entities
A) Background
SEBI vide SOP Circular ref. no. SEBI vide Master circular dated November 11, 2024 (ref no. SEBI/HO/CFD/PoD2/CIR/P/0155) (Erstwhile Circular ref no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020) directed the Exchanges to put in place a framework to monitor submissions made by listed entities and to initiate actions such as levy of penalties, moving of security to ‘Z’ category, freezing of promoter holdings and suspension of trading in securities of non-compliant listed entities.
Further, SEBI vide its abovementioned SOP Circular has directed the Exchanges that they may deviate from the actions prescribed in SOP Circulars, if found necessary, only after recording reasons in writing.
In view of the above, the Exchanges have jointly formulated a “Policy for Exemption of Fines” and the same was noted by SEBI on January 22, 2020. The Exchanges have also constituted Internal Committees for reviewing the requests received for waiver of SOP fines.
As per the abovementioned Policy, the non-compliant listed Companies are required to file an application for waiver of fines only on achieving the compliance with provisions of the SEBI (Listing Obligation and Disclosure Requirements, 2015) (herein referred to as ‘SEBI LODR Regulations, 2015’).
B) Procedure
The Exchanges in consultation with SEBI have agreed upon the following procedure for allocating the listed companies:
1. The Exchanges shall segregate the commonly listed companies amongst themselves. The process shall be done in such a way that approximately equal number of Companies are allocated to each Exchange.
Note: – Commonly listed companies here mean companies which are listed and are also non-compliant at both Exchanges.
2. Commonly listed companies will not include companies-
a) which are non-compliant at only one Exchange e.g., if ABC Limited is listed on both the Exchanges, falls under the group which is to be handled by NSE but observed to be non-compliant at BSE only, the same shall be disposed of by BSE only.
b) whose compliance at the other exchange is later than the Exchange in whose bucket the Company falls for that period. E.g., if ABC Limited is listed on both the Exchanges, falls under the group which is to be handled by BSE but has delayed compliance at both the Exchanges, but delay is greater at NSE or non-compliance continues at NSE, the same shall be disposed of by NSE only and the decision of the waiver will be noted by BSE.
c) In the case of companies under the insolvency and Bankruptcy (IBC), the designated Exchange will process the waiver application.
3. Companies shall also make detailed submission seeking waiver of SOP Fines considering the extant Policy for Exemption of Fines and shall indicate whether it intends to seek personal hearing before the concerned Committee.
4. The Companies are advised to submit all the supporting documents along with the application and shall desist from filing response or supporting documents/information on a piece meal basis.
5. The decision taken by one Exchange on waiver requests will be applicable to the same waiver requests received by other Exchanges to maintain the uniformity in decision at both Exchanges.
6. Second time waiver (“Review”) requests received from Companies will be placed before the Committee of the Exchange which had handled the request for the first time.
The above procedure shall be effective for applications seeking waiver of SOP fines, submitted to the Exchanges on or after September 01, 2025.
C) Personal Hearing:
Personal hearing, if sought by the companies, will be conducted only by the Exchange which is handling (disposing) the waiver requests for that Company/Group.
D) Processing Fees
Exchanges shall levy processing fees for considering the waiver requests on the following basis:
1. Fees shall be levied on the Companies which apply for waiver.
2. Non-refundable Waiver processing fees shall be Rs. 10,000 plus 18% GST per application. Companies may submit a single application for multiple requests for waiver pertaining to different regulations/ period.
3. It may be noted that the application for waiver is to be submitted at all the Exchanges where the fines have been levied. However, processing fees are to be submitted only to the designated Exchange.
4. Companies are advised to pay waiver processing fees in the same account where they pay SOP Fine. Please refer Unique Account Code used for paying SOP Fine to the Exchange.
5. No processing fees shall be charged if the fine amount for which waiver is requested is less than or equals to Rs. 5,000.
6. In case the Company is not satisfied with the decision of the Exchange and intends to apply for review, nonrefundable fees of Rs. 20,000 plus 18% GST per application will be applicable for such review.
E) Time lies for applying for waiver to Exchange:
Time limit for filing of waiver/ review request shall be 3 months from the date of compliance by the Company.
If any Company wishes to apply for waiver beyond this timeline, the same shall only be admitted by the Exchange if it can demonstrate circumstances to the satisfaction of the Exchange.
ANNEXURE – II
| An illustrative list of scenarios which cannot be considered to fall within the ambit of “events” entailing waiver or reduction of fine | ||||
| Sr. No | Regulations | Fine | Details of compliance | List of scenarios |
| 1 | Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer |
₹ 1,000 per day | A listed entity shall appoint a qualified company secretary as the compliance officer | 1. The Company is not able to appoint a qualified Company Secretary (CS) as Compliance Officer (CO), in place of erstwhile CS & CO within three months from the date of vacancy.
2. The Company is not able to produce documentary evidence to demonstrate the efforts taken by the Company to appoint the new CS & CO within three months from the date of such vacancy. 3. The Company has applied for waiver of fine without specifying any reason for the delayed compliance. 4. The Company has been unable to find suitable candidate for compliance due to ongoing financial position of company, or lack of operations or is a loss making Company. 5. The Company was not able to understand the new amendment in SEBI LODR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law |
| 2 | Regulation 13(3) Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances |
₹ 1,000 per day | Listed entity required to submit a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter | 1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. The Company has been unable to file disclosure due to non-receipt of data from RTA/Depository. 3. Non-compliance / Delay in compliance due to non-availability of compliance officer/resignation of compliance officer or directors or KMPs, beyond the prescribed time available under law. 4. The Company is under process of Corporate Debt Restructuring, declared as NPA by lenders,etc 5. The Company was not able to understand the new amendment in SEBI LODR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 3 | Regulation 17(1) Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint Woman Director |
₹ 5,000 per day | The Listed entity shall have: a. An optimum combination of Executive and Non-Executive and Non-Executive Directors with at least one- Woman Director (Top 1000 Listed entities shall have at least one Independent Women Director) and not less than fifty -percent of the Board shall comprise of Non-Executive Directors.b. Further, Where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors, Provided that where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors.c. The board of directors of the top 2000 listed entities shall comprise of not less than six directors.d. where the listed company has outstanding SR equity shares, atleast half of the board of directors shall comprise of independent directors |
1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. The Company has been unable to find suitable candidate for compliance due to ongoing financial position of company, or 3. The Company is unable to appoint the required Director within the timelines as provided under Regulation 17(1E) of SEBI LODR 4. The Company is unable to demonstrate the efforts taken by it to appoint the required Director within timelines as prescribed under 5. The Company was not able to understand the new amendment in SEBI LODR Regulations, 2015 and the same resulted in misinterpretation of law or ambiguity in law. |
| 4 | Regulation 17(1A) Non-compliance with the requirements pertaining to appointment or continuation of Non-Executive Director (NED) who has attained the age of seventy five years |
₹ 2,000 per day | No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
Provided that the listed entity shall ensure compliance with this sub-regulation at the time of appointment or re-appointment or any time prior to the non-executive director attaining the age of seventy- five years |
1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. The Company was not able to understand the new amendment in Listing Regulations and the same resulted in mis-interpretation of law. or there is an ambiguity in law. |
| 5 | Regulation 18(1) Non-compliance with the constitution of audit committee |
₹ 2,000 per day | (i) Listed entity shall a minimum three Directors (ii)Two-thirds of the members of Audit Committee shall be Independent Directors. (iii)The Chairperson of the Audit Committee shall be an Independent Director |
1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. The Company has been unable to find suitable candidate for compliance due to ongoing financial position of company, or lack of operations or is a loss making company. 3. The Company is unable to appoint the required Director within the timelines as provided under Regulation 17(1E) of SEBI LODR Regulations, 2015 (as amended from time to time). 4. The Company is unable to demonstrate the efforts taken by it to appoint the required Director within timelines as prescribed under Regulation 17(1E)of SEBI LODR Regulations, 2015 and has also unable to produce the documentary evidence to support its claims. 5. The Company was not able to understand the new amendment in SEBI LODR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 6 | Regulation 19(1)/ 19(2) Non-compliance with the constitution of Nomination and Remuneration Committee |
₹ 2,000 per day | (i) The Committee shall comprise of at least three Directors.
(ii)All Directors of the Committee shall be Non-Executive Directors. |
|
| 7 | Regulation 20(2) / (2A) Non-compliance with the constitution of Stakeholder Relationship Committee |
₹ 2,000 per day | (i) At least three Directors, with at least one being an independent Director, shall be members of the Committee.
(ii)The chairperson of this Committee shall be a Non-Executive Director. (iii)The stakeholders relationship committee shall meet at least once in a year. |
|
| 8 | Regulation 21(2) Non-compliance with the constitution of Risk Management Committee |
₹ 2,000 per day | (i)The majority of members of Risk Management Committee shall consist of members of the Board of Directors.
(ii)The Chairperson of the Risk management committee shall be a member of the Board of Directors and senior executives of the listed entity may be members of the Committee |
|
| 9 | Regulation 23 (9) Non-compliance with disclosure of related party transactions on consolidated basis. |
₹ 5,000 per day | The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for Annual Results to the Stock Exchanges and publish the same on its website | The Company was unable to understand the new amendment in Listing Regulations and the same resulted in mis-interpretation of law or there is an ambiguity in law. |
| 10 | Regulation 27(2) Non-submission of the Corporate governance compliance report within the period provided under this regulation |
₹ 2,000 per day | The listed entity shall submit a quarterly compliance report on Corporate Governance in the format as specified by the Board from time to time to the recognized stock exchange(s). | 1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. Non-compliance / Delay in compliance due to non-availability of compliance officer/resignation of compliance officer or directors or KMPs, beyond the prescribed time available under law. 3. The Company was unable to understand the new amendment in SEBI LDOR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 11 | Regulation 29(2)/29(3) Delay in furnishing prior intimation about the meeting of the Board of Directors for approval of Financial Results |
₹ 10,000 per instance of non-compliance per item |
Every listed entity is required to give prior intimation to the Exchange for Board Meeting to consider the Financial Result; recommendation/declaration of Dividend; issue of securities | Regulation 29 of Listing Regulations includes price sensitive informations which are required to be disclose to the market within timelines as prescribed in Listing Regulations. Therefore, no prior intimation or short notice will qualify for waiver of SOP fines unless the Company produce documentary evidence of events which were beyond the control of Company and prevented the Company from compliance with the said Regulations. |
| 12 | Regulation 31 Non-submission of shareholding pattern within the period prescribed |
₹ 2,000 per day | The listed entity shall submit to the Stock Exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within timeline/due date. | 1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. Non-compliance / Delay in compliance due to non-availability of compliance officer/resignation of compliance officer or directors or KMPs, beyond the prescribed time available under law. 3. The Company has been unable to file disclosure due to non-receipt of data from RTA/Depository. 4. The Company was unable to understand the new amendment in SEBI LDOR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 13 | Regulation 33 Non-submission of the financial results within the period prescribed under this regulation (Levy of fine is in addition to the requirement of providing reasons for non-submission of the financial result as per circular no. CIR/CFD/CMD-1/142/2018 dated November 19, 2018.) |
₹ 5,000 per day | Listed entity required to submit Quarterly/ Half yearly/ Yearly financial results with the Exchange (s),in the format specified by the Board from time to time within timeline/due date. | 1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. The Company has been unable to file disclosure due to non-receipt of data from subsidiaries/ associates companies. 3. Non-compliance / Delay in compliance due to non-availability of compliance officer/resignation of compliance officer or directors 4. The Company is under process of Corporate Debt Restructuring, declared as NPA by lenders, etc. 5. Lack of staff due to ongoing financial position of company, or lack of operations or is a loss making Company. 6. The Company was unable to understand the new amendment in SEBI LODR Regulations, 2015 and the same resulted in misinterpretation of law or ambiguity in law |
| 14 | Regulation 34 Non-submission of the Annual Report within the period prescribed under this regulation |
₹ 2,000 per day | The listed entity is required to submit Annual Report to the Exchange on or before the commencement of dispatch to its shareholders | 1. The Company has applied for waiver of fine without specifying any reason for the delayed compliance.
2. Lack of staff due to ongoing financial position of company, or lack of operations or is a loss making company. 3. Non-compliance / Delay in compliance due to non-availability of compliance officer/resignation of compliance officer or directors or KMPs, beyond the prescribed time available under law. 4. The Company was unable to understand the new amendment in SEBI LDOR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 15 | Regulation 42(2)/ 42(4)/42(5) Delay in/ non-disclosure of record date/ dividend declaration or non-compliance with ensuring the prescribed time gap between two record dates/ book closure dates |
₹ 10,000 per instance of non-compliance per item |
The listed entity shall intimate the record date following events to all the stock exchange(s) where it is listed or where stock derivatives are available on the stock of the listed entity or where listed entity’s stock form part of an index on which derivatives are available. | Regulation 42 of Listing Regulations includes price sensitive informations which are required to be disclose to the market within timelines as prescribed in Listing Regulations. Therefore, no prior intimation or short notice will qualify for waiver of SOP fines unless the Company produce documentary evidence of events which were beyond the control of Company and prevented the Company from compliance with the said Regulations. |
| 16 | Regulation 44(3) Non-submission of the voting results within the period provided under this regulation |
₹ 10,000 per instance of non-compliance | The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board. | 1. Regulation 44(3) is not applicable to the Company as the Company has not conducted General Meeting instead they have passed resolutions through Postal Ballot.
2. The Company was unable to understand the Regulations and the same resulted in mis-interpretation of law or there is an ambiguity in law. |
| 17 | Regulation 43A:Non-disclosure of Dividend Distribution Policy in the Annual Report and on the websites of the entity. | ₹ 25,000 per instance of non- compliance | The top 1000 listed entities based on market capitalization shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. | 1. The Company was unable to understand the new amendment in SEBI LDOR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
| 18 | Regulation 44(5):Non-convening of annual general meeting within a period of five months from the close of financial year. | ₹ 25,000 per instance of non- compliance | The top 100 listed entities by market capitalization shall hold their annual general meetings within a period of five months from the date of closing of the financial year. | 1. The Company was unable to understand the new amendment in SEBI LDOR Regulations, 2015 and the same resulted in mis-interpretation of law or ambiguity in law. |
Please note that:
1. The above scenarios are not exhaustive and are intended to be an indicative list for the companies.
2. As provided in SEBI circular dated January 22, 2020, Stock Exchanges are permitted to deviate from the above, if found necessary.
3. The above list shall be reviewed by the Exchanges and updated as and when required.
