53 of India’s top 100 listed companies fail to disclose whistleblower complaints in FY26
53 of India’s top 100 listed firms omitted whistleblower complaint details in FY26, a governance survey finds; read the key concerns.
As many as 53 of India’s top 100 listed companies did not disclose details of whistleblower complaints in their FY26 annual reports, raising concerns about transparency and corporate accountability. A total of 1,129 whistleblower complaints were reported by the companies covered in the survey, with 13.37% remaining unresolved at the end of the financial year. The findings are part of the seventh edition of the Annual Corporate Governance Survey of Nifty 100 companies, prepared by Excellence Enablers Pvt Ltd, a corporate governance advisory firm founded by former SEBI Chairman M Damodaran.
According to The Indian Express, the report shows gaps in how some of India's leading companies handle corporate governance, particularly in areas such as board oversight, independent directors, whistleblower mechanisms and management accountability. Though companies regularly report their governance policies and compliance measures in annual reports and regulatory filings, the survey says that actual practices do not always match these disclosures.
These mechanisms allow employees and other stakeholders to report financial irregularities, misconduct and other governance-related concerns without fear of retaliation. Apart from the 53 companies that did not disclose information about such complaints, another 19 reported receiving no complaints during FY26. However, the absence of reported complaints does not necessarily mean that companies have no instances of wrongdoing.
The survey noted that employees may hesitate to use these mechanisms because they lack confidence in the system or fear victimisation. The number of whistleblower complaints reported by the companies covered in the survey has increased steadily over the past four years. The figure rose from 303 in FY23 to 494 in FY24, before reaching 1,110 in FY25 and 1,129 in FY26. The share of unresolved complaints also increased. 7.76% of complaints remained pending at the end of FY25, the figure rose to 13.37% in FY26, according to the report.
The rise in pending cases raises questions about how effectively companies investigate complaints and address allegations. The survey also found that only 46 companies conducted awareness programmes on insider trading during FY26. Companies Act provisions and SEBI regulations allow independent directors to meet separately without the presence of management to discuss governance-related issues. However, 40 companies continued to hold only one such meeting every year across all four financial years examined.
The report also pointed to gaps in the appointment of independent directors. “As on March 31, 2026, 17 companies (of which 12 were PSUs and 4 were PSBs) had less than the prescribed number of IDs. These companies included 4 PSUs which had no independent directors,” the report said. Another concern was the timing of these meetings. As many as 32 companies held their only separate meeting of independent directors in March in each of the four years examined.
The timing raises questions about whether these meetings are being used for meaningful discussions on governance issues or are being conducted mainly to meet regulatory requirements. Succession planning also overlooked The report identified gaps in succession planning, which is an important responsibility of corporate boards. Six companies did not disclose any information about succession planning in their annual reports throughout the four-year period covered by the survey.
The absence of a clear succession plan can create uncertainty when senior executives or key managerial personnel leave unexpectedly. Such departures can affect business operations and weaken investor confidence. The survey also raised concerns about shareholder participation in annual general meetings (AGMs). The increasing use of virtual AGMs has reduced direct interaction between shareholders, directors and senior management.
To address this, the report recommended a hybrid meeting model that would allow shareholders to participate both online and in person. Shareholder concerns shown in voting patterns The survey also examined how shareholders voted on company resolutions during FY26. Companies put forward 1,208 resolutions for shareholder approval during the year. Six of these failed to secure the required support. The rejected resolutions included three proposals concerning the appointment of independent directors, one relating to the reappointment of a managing director, one employee benefit scheme and one proposal to alter the Articles of Association.
The voting patterns also revealed concerns over certain independent director appointments. Six independent directors appointed during FY26 received less than 80% of shareholder votes in favour, even though they secured the statutory level of approval. According to the survey, such voting patterns should encourage boards to examine whether shareholders have concerns about the independence, qualifications or suitability of the nominees.
The report also found continued gaps in board composition. Eight companies, including six public sector undertakings (PSUs), had non-compliant board compositions in all four financial years examined. One non-PSU company also continued to have a non-compliant audit committee throughout the same period. The findings underline the need for companies to look beyond regulatory compliance when assessing the quality of corporate governance.
Regular board meetings, published policies and committees alone cannot ensure accountability. Effective governance also depends on whether directors question management decisions, companies investigate complaints properly and shareholders receive clear and honest information.
