Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026
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HPCL has submitted its Annual Secretarial Compliance Report for FY 2025-26, prepared by Practicing Company Secretary Upendra Shukla & Associates. The report examines compliance across multiple SEBI regulations including LODR, ICDR, SAST, PIT, and others. Three areas of non-compliance were flagged: (1) Board composition under Reg. 17(1) — lacking optimum executive/non-executive balance, a woman independent director, and required number of independent directors from 28/03/2026 to 31/03/2026; (2) Audit Committee under Reg. 18 — not duly constituted during 01/04/2025–02/04/2025 and 15/03/2026–31/03/2026; (3) Nomination & Remuneration Committee under Reg. 19 — not duly constituted during the same periods. BSE and NSE levied fines across multiple quarters (totaling approximately Rs. 5.36 lakh+ for board, Rs. 44,840 for audit committee, and Rs. 44,840 for NRC including GST). HPCL has requested waiver of fines from both exchanges, citing that appointments vest with the Government of India (MoP&NG) as it is a Government Company.
The compliance gaps relate to board composition and committee reconstitution — a recurring governance issue tied to government appointment timelines. Fines have been levied and waiver requested; pending resolution, this represents a moderate regulatory risk. Shareholders should note ongoing reliance on government processes for board appointments.