Independent Directors

  • Act/Rule/Legislation

  • Online Link to Act/Rule/Legislation

  • Initial Setup or Ongoing Maintenance

    Ongoing compliance requirement

  • Filing and Maintenance Requirements

    Every listed company to have at least 1/3rd of the Board as independent directors.

    Atleast 2 independent directors to be appointed by the following public companies:
    (i) Public companies having paid up share capital of 10 crore or more;
    (ii) Public companies having turnover of one hundred crore or more;
    (iii) Public companies which have in the aggregate outstanding loans, debentures and deposits exceeding 50 crores.

    Any vacancy to be filled up at the earliest but no later than the immediate next Board meeting or three months from the date of the vacancy, whichever is later.

    An independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for re-appointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report.

  • Penalty

    The company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

  • Application Guidelines / Responsible Persons / Comments

    To ensure corporate governance and in what may be a respite to the shareholders especially in light of the Satyam aftermath, the provisions governing independent directors have now been introduced under Section 149 of the Act and Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules"). In furtherance of the enactment of the Act, the Securities and Exchange Board of India ("SEBI") on April 17, 20141 modified the Listing A

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