valid as on 26/10/2021

Regulation 25. Obligations with respect to independent directors.

Section 150 of The Companies Act, 2013

Obligations with respect to independent directors.

25. No person shall be appointed or continue as an alternate director for an independent director of a listed entity with effect from October 1, 2018

25.(1) A person shall not serve as an independent director in more than seven listed entities:
Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities.

(2)   The maximum tenure of independent directors shall be in accordance with the Companies Act, 2013 and rules made thereunder, in this regard, from time to time.

  The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

(3)   The independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

(4)   The independent directors in the meeting referred in sub-regulation (3) shall, interalia-

(a)  review the performance of non-independent directors and the board of directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors;

(c)  assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

(5)   An independent director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board of directors, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in these regulations.

(6)   An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than  or three months from the date of such vacancy, :
Provided that where the listed entity fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply.

(7)   The listed entity shall familiarise the independent directors through various programmes about the listed entity, including the following:

(a)   nature of the industry in which the listed entity operates;

(b)   business model of the listed entity;

(c)   roles, rights, responsibilities of independent directors; and any other relevant ) information.

 Every independent director shall, at the first meeting of the board in which he participates as a director and thereafter at the first meeting of the board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence.

The board of directors of the listed entity shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

With effect from  October 1, 2018, the top  500 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance’) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

. No independent director, who resigns from a listed entity, shall be appointed as an executive / whole time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director.

 A ‘high value debt listed entity’ shall undertake Directors and Officers insurance (D and O insurance) for all its independent directors for such sum assured and for such risks as may be determined by its board of directors.

substituted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018 dated 9th May,2018 w.e.f 1st October,2018.To view the notification Click Here
Inserted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Omitted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Omitted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Inserted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018 dated 9th May,2018 w.e.f 1st April,2019. To view the notification Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018 dated 9th May,2018 w.e.f 1st April,2019. To view the notification Click Here
Inserted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018 dated 9th May,2018 w.e.f 1st April,2019. To view the notification Click Here
Substituted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Substituted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Inserted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021. To view the notification, Click Here
SEBI has extended the applicability of the amendments made to LODR Regulations dated 03/08/2021 to 01/01/2022 vide corrigendum notification dated 06/08/2021. To view the notification, Click Here
Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here

SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021


SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, w.e.f. 08.07.2016.


SEBI Corrigendum dated 06.08.2021


Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018


Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021


Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 03.08.2021


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