Date: September 28, 2026
Board Meeting Outcomes
The Board of Directors of REC Limited met on September 19, 2026. The following matter was placed before the Board and noted:
- The Board noted the position of non-compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically regarding the composition of the Board and its Committees for the quarter ended June 30, 2026.
- The Board noted the consequent fines imposed by the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
- The Board desired that regular follow-up be made with the appointing authority, the Ministry of Power, Government of India, to expedite the process of appointing the requisite number of Independent Directors.
Other Operational / Legal / Strategic Disclosures
Nature of Non-Compliance & Fines:
The company received a notice from NSE (Ref: NSE/LIST-SOP/COMB/FINES/0954) and an email from BSE dated August 25, 2026, detailing the non-compliances and fines for Q1 FY2027 (quarter ended June 30, 2026). The total fine payable is ₹10,773,40 (₹913,000 basic fine + ₹164,340 GST @18%). The breakdown per regulation is as follows:
- Regulation 17(1) (Composition of Board): Fine of ₹5,000 per day for 91 days = ₹455,000
- Regulation 18(1) (Constitution of Audit Committee): Fine of ₹2,000 per day for 82 days = ₹164,000
- Regulation 19(1)/19(2) (Constitution of Nomination and Remuneration Committee): Fine of ₹2,000 per day for 66 days = ₹132,000
- Regulation 20(2)/(2A) (Constitution of Stakeholder Relationship Committee): Fine of ₹2,000 per day for 66 days = ₹132,000
- Regulation 17(2A) (Quorum of Board Meetings): Fine of ₹10,000 per instance for 3 instances = ₹30,000
Request for Waiver:
REC Limited has submitted a request for the waiver of these fines. The company's justification is that, being a Government Company (a Government of India Enterprise), the power to appoint Independent Directors is vested with the President of India acting through the administrative Ministry, i.e., the Ministry of Power, Government of India, as per the company's Articles of Association. The company states it has no role in the appointment of Directors and therefore the fines should be waived.
Exchange Stipulations:
As per the SEBI Master Circular, the company is required to place the matter of non-compliance and the exchange's action before its Board. The Board's comments must then be communicated to the exchanges for dissemination.