New Delhi : State-owned engineering giant Bharat Heavy Electricals Limited (BHEL) has been penalized by both the National Stock Exchange of India (NSE) and the Bombay Stock Exchange (BSE) for failing to comply with key corporate governance requirements mandated under the Securities and Exchange Board of India’s (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.
According to a regulatory filing made by the company on Thursday, each stock exchange imposed a fine of ₹5,49,880, including Goods and Services Tax (GST), for the quarter ended March 2026. The combined penalty amounts to nearly ₹11 lakh.
The non-compliance pertains to Regulations 17, 18, and 19 of SEBI’s LODR norms, which govern the composition of the Board of Directors, the Audit Committee, and the Nomination and Remuneration Committee (NRC).
BHEL disclosed that as of March 31, 2026, the company did not meet the requirement under Regulation 17(1), which mandates that at least 50% of the Board should comprise Independent Directors. The regulation also requires the presence of at least one Independent Woman Director on the Board.
The company explained that the Audit Committee and the NRC remained compliant with applicable regulations until March 27, 2026. However, following the completion of tenure of two Independent Directors on that date, only one Independent Director remained on the Board. This led to non-compliance with Regulations 18(1) and 19(1) beginning March 28, 2026.
In its filing, BHEL emphasized that it is a Government of India enterprise, and the appointment of Directors, including Independent Directors, is carried out by the Government.
“The company is regularly taking up the matter with the Government of India for appointment of the requisite number of Independent Directors to ensure compliance,” BHEL stated in its exchange filing.
The company further said it plans to seek a waiver of the fines imposed by the stock exchanges, citing the Standard Operating Procedure (SOP) circular issued by NSE and BSE for such cases.
The disclosure submitted to the exchanges was signed by Dr. Yogesh R. Chhabra, Company Secretary of Bharat Heavy Electricals Limited.
The development highlights the growing scrutiny by market regulators and stock exchanges on corporate governance practices, even among public sector enterprises. SEBI’s governance framework is aimed at ensuring transparency, accountability, and balanced oversight in listed companies through adequate representation of Independent Directors and properly constituted board committees.
BHEL, one of India’s largest engineering and manufacturing companies in the power and infrastructure sectors, has not yet announced any timeline regarding the appointment of new Independent Directors.
