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“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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