TaxTMI 
TaxTMI 
Board of Directors
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....d of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors: Provided that where the non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. Explanation: - For the purpose of this clause, the expression "related to any promoter" shall have the following meaning: (i) if the promoter is a listed entity, its direc....
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....ral meeting: ^7[Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the HVDLE: Provided further that the requirement specified in this regulation shall not be applicable to a director nominated by a debenture trustee registered with the Board under a subscription agreement for the debentures issued by the HVDLE:] Provided further that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the sharehol....
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....panies Act, 2013 has been complied with: Provided further that the requirement specified in this regulation shall not be applicable to the director appointed pursuant to the order of a Court or a Tribunal or a resolution plan approved under section 31 of the Insolvency Code or to a nominee director of the Government on the board of a listed entity, other than a public sector company, or to a nominee director of a financial sector regulator on the board of a listed entity or to a director appointed under the public private partnership model/structure: Provided further that the requirement specified in this regulation shall not be applicable to a director nominated by a financial institution registered with or regulated by the Reserve B....
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....62G, sub-regulation (2) or (3) of regulation 62H or sub-regulation (2) or (3) of regulation 62I,] without filling the vacancy. (6) The board of directors shall meet at least four times a ^13[financial] year, with a maximum time gap of one hundred and twenty days between any two ^14[consecutive] meetings. (7) The quorum for every meeting of the board of directors shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. Explanation:- For removal of doubts, it is clarified that the participation of the directors by video conferencing or by other audio-visual means shall also be considered for the purposes of such quorum. (8) The board of directors shall periodica....
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....nt. of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof. (e) Independent directors shall not be entitled to any stock option. (12) The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if- (i) the annual remuneration payable to such executive director exceeds Rupees 5 crore or 2.5 per cent. of the net profits of the listed entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent. of the net profits of the HVDLE: ....
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....s to the shareholders ^16[along with the rationale] on each items.] **************** NOTES:- 1. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/239 dated 27-03-2025 2. Substituted vide Notification No. SEBI/NRO-GN/2026/295 dated 20-01-2026 w.e.f. 20-01-2026 before it was read as, "explanatory statement" 3. Inserted vide Notification No. SEBI/NRO-GN/2026/295 dated 20-01-2026 w.e.f. 20-01-2026 4. Inserted vide Notification No. SEBI/NRO-GN/2026/295 dated 20-01-2026 w.e.f. 20-01-2026 5. Inserted vide Notification No. SEBI/NRO-GN/2026/295 dated 20-01-2026 w.e.f. 20-01-2026 6. Inserted vide Notification N....