“Navigate the detailed checklist for appointing an independent director in a listed company, covering crucial steps, regulations, and compliance requirements under the Companies Act, SEBI, and Listing Regulations. Ensure a seamless and legally compliant appointment process with this comprehensive guide.”
Appointing an independent director in a listed company involves a meticulous process to ensure legal compliance. This comprehensive guide breaks down the steps and requirements to facilitate a seamless appointment process.
Compliance Checklist –Appointment of Independent Director of a Listed Company
| Sr. No. | Governing Sections / Requirements | Steps / Particulars |
| 1. | Sections 150, 152 of the Companies Act, 2013 (‘Act’) and Rules made thereunder and other SEBI disclosures | – DIN Application |
| – ID registered with Independent Directors Databank | ||
| – Written Consent in Form DIR -2 | ||
| – Declaration of non-disqualification in Form DIR -8 | ||
| – Disclosure pursuant to Reg 7(1)(b) of the SEBI PIT Regulations | ||
| 2. | Section 164 of the Act and Rules made thereunder | – Non-Disqualification |
| 3. | Section 149 of the Act and Regulation 25 of the Listing Regulations | – Declaration of Independence |
| 4. | Section 184 of the Act and Rules made thereunder | – Disclosure of Interest in Form MBP- 1 |
| 5. | Notice of NRCM and BM | 7 days prior notice to be given to directors and committee members |
| 6. | Entries in the SDD and UPSI tracker | Entries to be made in Company’s UPSI tracker of SDD |
| 7.
|
Internal Trading Window Closure | DP aware about the UPSI will be informed about the trading window closure |
|
8.
|
Nomination and Remuneration Committee Approval Section 178 of the Act | – Nomination Remuneration Committee shall recommend the appointment of ID to the BOD
(Criteria of selection of the candidate – based on the skill set, knowledge and experience, consider the time commitments of the candidate etc. |
| 9. | Board Meeting – Section 149 and 172 and SS -1 | – Board shall consider the appointment of the candidate based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders vide Special Resolution |
| To Fix the day, date and time of the general meeting for passing Special Resolution | ||
| To approve the Notice of the general meeting along with explanatory statement for passing Special Resolution and to authorize CS to issue notice of General Meeting | ||
| Appointment of NSDL for provide e-voting facility. | ||
| Appointment of Scrutiniser for preparing the Voting Results | ||
| 10. | Reg 30 of the Listing Regulations | Intimation to Stock Exchange within 24 hrs
– Outcome of Board Meeting – Appointment of Director |
| 11. | System Driven Disclosure | NSDL and CDSL will be intimated about the appointment of new ID |
| 12. | Section 170 of the Act | Make entries in the Register of Directors and KMP |
| 13. | Website Updating pursuant to the provisions of Regulation 46 the Listing Regulations | – The Website must be updated to that effect. |
| 14. | Section 152 of the Act. | – File Form DIR -12 with ROC |
| 15. | Sections 96, 100 & 110 of the Act and Regulations 30 and 46 of the listing Regulations | – Dispatch Notice of General meeting to the members of the Company before 21 clear days and simultaneously submit the same with the Stock exchange and update website for the same |
| 16. | Section 108 of the Act | – Newspaper publication of EGM notice and remote e-voting details |
| 17. | Regulation 30 of the Listing Regulations | Submit newspaper publication with SE |
| 18. | Sections 149, 96, 100 & 110 of the Act, SS-2 and Regulation 17 of the Listing Regulations | – Hold General Meeting to pass Special Resolution for appointment of Director. |
| 19. | Reg. 30 of the Listing Regulations | – Intimation to Stock Exchanges about the proceedings of the general meeting and upload the same on the website of the Company |
| 20. | Reg 44 of the Listing Regulations. | – Submit to stock Exchange the voting results |
| 21. | Sec 117 of the Act. | – File Form MGT -14 with ROC |
| 22. | Section 152 of the Act. | – File form DIR-12 with ROC |
| 23. | Schedule IV of the Act | – Issue an Appointment letter to ID |
| 24. | Other details | Update Company information on Stock Exchange |
Conclusion: The appointment of an independent director in a listed company entails meticulous adherence to legal requisites. This checklist underscores the critical steps, regulations, forms, and notifications that are vital for a seamless and compliant appointment process. By comprehensively fulfilling these obligations, companies can enhance transparency, governance, and stakeholder trust in their operations.
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