Regulation 62N - Obligations with respect to independent directors - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [Obligations with respect to independent directors. 62N . (1) No person shall be appointed as an alternate director for an independent director of a HVDLE. (2) The maximum tenure of independent directors shall be in accordance with the Companies Act, 2013 and rules made thereunder. (3) The appointment, re-appointment or removal of an independent director of a HVDLE, shall be subject to the approval of shareholders by way of a special resolution: Provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (3): Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution. (4) The independent directors of the HVDLE shall hold at least one meeting in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. (5) The independent directors in the meeting referred in sub-regulation (4) shall, inter alia- (a) review the performance of non-independent directors and the board of directors as a whole; (b) review the performance of the chairperson of the HVDLE, taking into account the views of executive directors and non-executive directors; (c) assess the quality, quantity and timeliness of flow of information between the management of the HVDLE and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. (6) An independent director shall be held liable, only in respect of such acts of omission or commission by the HVDLE which had occurred with his/her knowledge, attributable through processes of board of directors, and with his/ her consent or connivance or where he/ she had not acted diligently with respect to the provisions contained in these regulations. (7) An independent director who resigns or is removed from the board of directors of the HVDLE shall be replaced by a new independent director by the HVDLE not later than three months from the date of such vacancy: Provided that where the HVDLE fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. (8) The HVDLE shall familiarise the independent directors through various programmes about the HVDLE, including the following: (a) nature of the industry in which the HVDLE operates; (b) business model of the HVDLE; (c) roles, rights, responsibilities of independent directors; and (d) any other relevant information. (9) Every independent director shall, at the first meeting of the board in which he participates as a director and thereafter at the first meeting of the board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 62D and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. (10) The board of directors of the HVDLE shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (9) after undertaking due assessment of the veracity of the same. (11) The HVDLE shall undertake Directors and Officers insurance ( D and O insurance ) for all its independent directors for such sum assured and for such risks as may be determined by its board of directors (12) No independent director, who resigns from a HVDLE, shall be appointed as an executive / whole time director on the board of the HVDLE, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director. ] **************** NOTES:- 1 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/239 dated 27-03-2025