National Fertilizers Limited has released its Annual Secretarial Compliance Report for the financial year ended March 31, 2026. The report highlights the company’s adherence to corporate governance standards, noting specific challenges regarding board and committee compositions throughout the fiscal year. As a government-owned entity, the company continues to work closely with administrative ministries to ensure alignment with all required standards following the appointment of new independent directors in May 2025.
Corporate Governance and Board Composition
During the fiscal year ended March 31, 2026, the company faced non-compliance issues regarding the composition of its Board of Directors and key committees. Specifically, the board lacked the requisite number of independent directors and independent women directors for parts of the year. These gaps were addressed following the appointment of three independent directors, including a woman independent director, on May 23, 2025, which brought the board into closer alignment with mandated composition standards.
Regulatory Compliance and Financial Penalties
The company faced monetary fines levied by stock exchanges for non-compliance with board and committee composition requirements during the March 2025, June 2025, September 2025, and December 2025 quarters. The fines ranged from approximately ₹5.31 lakh to ₹5.42 lakh per quarter for board composition issues, with additional penalties applied to the Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee. In several instances, the company has successfully requested waivers for these fines, citing its status as a Government of India undertaking.
Role of Administrative Oversight
The company maintains that because it is a public sector undertaking, all directors—including independent and women directors—are appointed directly by the Ministry of Chemicals and Fertilizers, Government of India. Consequently, the company has limited direct control over the timing of these appointments. Management continues to coordinate proactively with the relevant ministries to ensure timely filling of vacancies to maintain full regulatory compliance.
Operational Policy Standards
Despite the challenges in board composition, the company remains in full compliance with other governance requirements. This includes the successful adoption and timely update of all mandatory policies, the maintenance of a functional and transparent website, and the accurate disclosure of information as required. Furthermore, the company has confirmed that none of its directors are disqualified under current laws and that it is fully compliant with internal policies regarding document preservation and the prohibition of insider trading.
Source: BSE
