Section 150 of The Companies Act, 2013
Obligations with respect to independent directors.
25.(1)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 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.
(2A).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 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.
Provided thatInserted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 dated 14.11.2022. To view the notification, Click Here where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A)
Provided further thatInserted vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 dated 14.11.2022. To view the notification, Click Here an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution.
(3) The independent directors of the listed entity shall hold at least one meeting in a financialInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here 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 /herInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here knowledge, attributable through processes of board of directors, and with hisInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here consent or connivance or where he/sheInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here had not acted diligently with respect to the provisions contained in these regulations.
(6)Omitted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024. To view the Notification, Click Here. 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 the immediate next meeting of the board of directorsOmitted 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 or three months from the date of such vacancy, whichever is laterOmitted 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 :
(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.
(8)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 Every independent director shall, at the first meeting of the board in which he/sheInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here 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/herInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here 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/herInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here ability to discharge his/herInserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here duties with an objective independent judgment and without any external influence.
(9)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 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.
(10)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 TheSubstituted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 dated 17.05.2024. To view the Notification, Click Here. With effect from January 1, 2022Substituted 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 October 1, 2018, the top 1000Substituted 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 500 listed entities by market capitalization calculated as on March 31 of the preceding financial year,Omitted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 dated 17.05.2024. To view the Notification, Click Here. 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.
(11)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. 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.
(12)Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here 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.
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
SEBI Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.
Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018