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Definitions

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....erson of integrity and possesses relevant expertise and experience; (ii) who is or was not a promoter of the listed entity or its holding, subsidiary or associate company ^1[or member of the promoter group of the listed entity]; (iii) who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company; (iv) who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the ^5[three] immediately preceding financial years or during the current financial year; (v) none of whose relatives ^6[(A) is holding secu....

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....such higher amount as may be specified from time to time, whichever is lower.]; (vi) who, neither himself ^7[/herself], nor whose relative(s) - (A) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company ^8[or any company belonging to the promoter group of the listed entity,] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; ^9[Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.] (B) is or has been an employee or propriet....

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....c manner in accordance with the law under which it is established, the non- executive directors on its board shall be treated as independent directors; (b) which is a Trust, mandated to constitute its 'board of trustees' in accordance with the law under which it is established, the non-employee trustees on its board shall be treated as independent directors.] (c) "material subsidiary" shall mean a subsidiary, whose ^12[turnover] or net worth exceeds ^3[ten] percent of the consolidated ^12[turnover] or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Explanation.- The listed entity shall formulate a policy for determining 'material' ....

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....iary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year" 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 10. Inserted vide Notification No. SEBI/LAD....