Key Quantitative Figures
- Fine amount: ₹11,03,300/- (inclusive of GST) from each exchange (BSE and NSE)
- Total fine amount: ₹22,06,600/- (combined from both exchanges)
- Fine imposed for non-compliance for quarter ending June 2026
Dates of Action
- Notice dates: 25.08.2026 (from both BSE and NSE)
- Disclosure date: 26.08.2026
- Non-compliance period: Quarter ending June 2026
- Specific non-compliance period: w.e.f. 02.06.2026 for committee composition issues
Specific Non-Compliances
1. Board Composition (Regulation 17(1)): Number of Non-executive Directors/Independent Directors was less than 50% of actual board strength, including absence of at least one independent woman director
2. Committee Composition: Deficiencies in Audit Committee (Regulation 18), Nomination and Remuneration Committee (Regulation 19), Stakeholders Relationship Committee (Regulation 20), and Risk Management Committee (Regulation 21)
Board Composition Details
- Only one Independent Director on board up to 01.06.2026
- No Independent Directors w.e.f. 02.06.2026
Company Response and Rationale
BHEL is proposing to seek waiver of fines levied by stock exchanges under provisions of SOP Circular. The company attributes non-compliance to its status as a Government Company where directors including Independent Directors are appointed by Government of India. BHEL is regularly engaging with the Government of India for appointment of requisite number of Independent Directors to ensure compliance with SEBI LODR regulations.
Financial Impact
The fines totaling ₹22,06,600/- represent a confirmed financial liability unless successfully waived. The disclosure does not quantify potential future costs of continued non-compliance.
Governance Context
This disclosure highlights structural governance challenges faced by public sector enterprises regarding timely appointment of independent directors by the government appointing authority.