BHEL Fined ₹5.42 Lakh by BSE, NSE for Non-Compliance with SEBI LODR Board Norms

New Delhi, March 2, 2026: State-run engineering major Bharat Heavy Electricals Limited (BHEL) has informed stock exchanges that it has received notices from both BSE Limited and National Stock Exchange of India Limited (NSE) imposing a fine of ₹5,42,800 each (inclusive of GST).

The penalty has been levied for non-compliance with Regulation 17(1) of the Securities and Exchange Board of India (SEBI) (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the quarter ended December 2025.

Reason for Fine

According to the company’s disclosure under Regulation 30 of SEBI (LODR) Regulations, the non-compliance pertains to the composition of the Board of Directors, specifically:

The number of Independent Directors on BHEL’s Board was less than 50% of the actual board strength, as required under Regulation 17(1).

Stock exchanges levy fines in cases where listed companies fail to meet prescribed corporate governance norms, including board composition requirements.

BHEL to Seek Waiver of Fine

BHEL stated that it is proposing to seek a waiver of the fines in line with the Standard Operating Procedure (SOP) Circular issued by the stock exchanges.

The company clarified that:

BHEL is a Government Company.
Directors, including Independent Directors, are appointed by the Government of India.
The company has been regularly taking up the matter with the Government for appointment of the requisite number of Independent Directors to ensure compliance.

Regulatory Context

Regulation 17(1) of SEBI LODR mandates that at least 50% of the Board should comprise Independent Directors in certain categories of listed entities to ensure transparency, accountability, and strong corporate governance.

Failure to maintain the required board composition attracts monetary penalties from stock exchanges until compliance is achieved.

Official Communication

The disclosure was signed by Dr. Yogesh R. Chhabra, Company Secretary of BHEL, in a filing dated March 2, 2026.

What Investors Should Note

The fine amount is relatively small compared to BHEL’s overall financial scale.
The issue relates to board composition rather than financial irregularity.
Appointment of Independent Directors depends on government nomination in the case of public sector undertakings (PSUs).
Investors may monitor future disclosures regarding board appointments and compliance status.