SJVN Limited Faces ₹5.42 Lakh Fine from BSE and NSE for Board Composition Non-Compliance
SJVN Limited has been fined ₹5.42 lakh by BSE and NSE for non-compliance with SEBI LODR Regulations regarding board composition during the December 2025 quarter. The company's board responded by citing its status as a government entity where director appointments are controlled by the President of India through the Ministry of Power, emphasizing that SJVN has no authority in appointment matters and has requested expedited government action for compliance.
*this image is generated using AI for illustrative purposes only.
SJVN Limited has received penalty notices from both BSE and NSE imposing fines totaling ₹5.42 lakh for non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The fines were issued on February 27, 2026, and relate to violations during the quarter ended December 2025.
Fine Details and Regulatory Violations
The exchanges imposed penalties specifically under Regulation 17(1) for non-compliance with board composition requirements, including failure to appoint requisite directors. The fine structure shows a daily penalty of ₹5,000 for 92 days of non-compliance during the December 2025 quarter.
| Fine Component: | Amount (₹) |
|---|---|
| Basic Fine: | 4,60,000 |
| GST @ 18%: | 82,800 |
| Total Fine Payable: | 5,42,800 |
Both BSE and NSE have issued identical penalty amounts, with the company required to pay the fine within 15 days of receiving the notices. The exchanges warned that failure to pay could result in freezing of promoter shareholding and potential transfer to the Z group category.
Company's Board Response
The SJVN board has formally responded to the penalty notices, emphasizing the company's unique status as a government entity. The board's comments highlight several key points:
- SJVN Limited operates as a Government Company under Section 2(45) of the Companies Act, 2013
- Article 32 of the company's Articles of Association vests director appointment powers with the President of India through the Ministry of Power
- The company and its board have no authority in director appointment matters
- Multiple requests have been sent to relevant government authorities for expedited appointments
The board stated that the government is in the process of appointing the CMD, Whole-time Directors, and Independent Directors very soon to ensure compliance with SEBI regulations.
Regulatory Framework and Compliance Requirements
The penalties stem from SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, which prescribes penal actions for non-compliance with listing regulations. The circular establishes a Standard Operating Procedure for suspension and revocation of trading for non-compliant entities.
Key Regulatory Violations Assessed
| Regulation: | Description | Status |
|---|---|---|
| 17(1): | Board composition including woman director | Non-compliant |
| 17(1A): | Non-executive director age requirements | Compliant |
| 17(2): | Board meeting requirements | Compliant |
| 18(1): | Audit committee constitution | Compliant |
| 19(1)/19(2): | Nomination and remuneration committee | Compliant |
Payment and Compliance Procedures
Both exchanges have provided specific payment procedures for the imposed fines. BSE has designated a virtual bank account (BSER09889) with ICICI Bank, while NSE requires payment through IDBI Bank using the company's unique account code for annual listing fees.
The exchanges have also outlined waiver application procedures, requiring:
- Compliance achievement as a prerequisite for waiver consideration
- Non-refundable processing fees of ₹10,000 plus 18% GST for fines exceeding ₹5,000
- Detailed submissions through designated online portals
Corporate Governance Implications
As a Navratna CPSE and joint venture between the Government of India and Himachal Pradesh, SJVN's compliance challenges highlight the complexities faced by government-controlled entities in meeting stock exchange requirements. The company has proactively communicated with the Ministry of Power and state government authorities to expedite the director appointment process.
The penalty notices require board-level discussion and formal communication to the exchanges regarding the board's comments on the imposed fines, which SJVN has completed through its April 24, 2026 disclosure.
Historical Stock Returns for SJVN
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.42% | +1.99% | +17.03% | -12.78% | -22.16% | +205.29% |
Will SEBI consider revising listing regulations to accommodate the unique governance structures of government-controlled entities?
How might this penalty impact SJVN's credit ratings and ability to raise capital for upcoming renewable energy projects?
Could this compliance issue trigger similar scrutiny of board compositions across other Navratna CPSEs?
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