NHPC files Secretarial Compliance Report for FY26
NHPC Limited filed its Secretarial Compliance Report for FY26, noting non-compliance in board composition due to delays in government appointments. Exchanges imposed fines totaling over ₹17 lakh for various quarters, though some penalties were waived. The company has reconstituted its committees following the appointment of new directors.

*this image is generated using AI for illustrative purposes only.
NHPC Limited has submitted its Secretarial Compliance Report for the financial year ended March 31, 2026, to the National Stock Exchange of India Limited (NSE) and BSE Limited. The report, issued by M/s Akhil Rohatgi & Company, certifies the company's adherence to the Securities and Exchange Board of India (SEBI) Act, 1992, and the Securities Contracts (Regulation) Act, 1956, along with relevant regulations and circulars issued thereunder.
Compliance Observations
The report notes that while the company has largely complied with regulations, there were specific deviations concerning the composition of the Board of Directors and various committees. These non-compliances were primarily attributed to the non-appointment of requisite Independent Directors, including a Woman Independent Director, by the Government of India.
Regulatory Actions and Fines
During the review period, exchanges imposed penalties for non-compliance with Regulation 17(1), 18(1), and 19(1) of the SEBI LODR Regulations. The following table summarizes the fines levied and their current status:
| Quarter Ended | Regulation | Fine Amount per Exchange | Status |
|---|---|---|---|
| 30.06.2025 | Reg 17(1), 18(1), 19(1)/19(2) | ₹6,17,140 | Waived off for Reg 18(1) and 19(1) |
| 30.09.2025 | Reg 17(1) | ₹10,85,600 | Pending reply/appeal |
| 31.12.2025 | Reg 17(1) | ₹10,85,600 | Pending reply/appeal |
| 31.03.2026 | Reg 17(1) | Not yet levied | Pending |
Management Response
NHPC Limited stated that the power to appoint directors on its board vests with the President of India, as it is a Government of India enterprise. The company management informed the exchanges that filling these vacancies was not within the control of the Board or the company. Consequently, the Ministry of Power appointed three Independent Directors on April 17, 2025, leading to the reconstitution of the Audit Committee and Nomination & Remuneration Committee.
General Compliance Status
The report confirms that the company has complied with other key requirements, including the adoption of policies, maintenance of a functional website, and disclosures of related party transactions. It noted that as a public sector company, certain provisions of Regulation 23 do not apply to transactions between NHPC and its subsidiary companies, which are also public sector entities. No additional non-compliances were observed for the financial year ended March 31, 2026.
Historical Stock Returns for NHPC
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.63% | +1.10% | -4.93% | -1.40% | -8.79% | +209.20% |
Will the three Independent Directors appointed in April 2025 be sufficient to fully resolve NHPC's board composition non-compliance for FY2027, or are additional appointments still required?
How might SEBI consider tightening regulatory frameworks to address recurring board composition violations in Government of India enterprises where appointment powers rest with the President?
Could the pending fines for Q2 and Q3 FY2026 totaling over ₹43 lakh be waived similar to the Q1 penalties, and what precedent might this set for other PSU non-compliances?


































