Annual Secretarial Compliance Report for the year ended 31st March, 2026.
NFL · price
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National Fertilizers Limited (NFL), a Government of India PSU under the Ministry of Chemicals and Fertilizers, filed its Annual Secretarial Compliance Report for FY 2025-26. The secretarial auditor (Agarwal S. & Associates) identified multiple non-compliances with SEBI LODR Regulations: (1) Board composition violations under Regulation 17 — half the board did not comprise independent directors and no independent woman director was appointed until 23.05.2025; (2) Audit Committee composition violations under Regulation 18 — fewer than two-thirds independent directors till 04.05.2025 and no independent director as chairperson from 21.04.2025 to 04.05.2025; (3) Nomination and Remuneration Committee violations under Regulation 19 — executive directors were members and two-thirds independent director requirement was not met till 04.05.2025; (4) Stakeholders Relationship Committee and Risk Management Committee composition violations under Regulations 20 and 21 from 21.04.2025 to 04.05.2025. NSE waived fines levied by NSE for some quarters, but BSE fines remained. NFL blames delays on government-appointed directors being outside company control. Independent directors were finally appointed on 05.05.2025 and an Independent Woman Director (Ms. Pinky Pradhan) on 23.05.2025.
The non-compliances are largely historical — resolved after May 2025 when independent directors were appointed. However, cumulative BSE/NSE fines across multiple quarters represent a financial hit. The recurring pattern of non-compliance due to delayed government appointments highlights governance risk for a PSU with limited board autonomy.