Reg 25(2A) appointment or removal of an independent director
The special resolution needed to appoint, re-appoint or remove an independent director, with a fallback route where the special resolution fails.
Standing duty, no filing date
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
There is no filing deadline. Reg 25(2A) is a condition on the appointment: the appointment, re-appointment or removal of an independent director requires a special resolution of the shareholders. Where the special resolution does not pass, the provisos give a fallback route resting on a majority of the public shareholders, and a mirror condition applies to the removal of a director appointed through that route.
Deadlines counted from an event
The appointment, re-appointment or removal of an independent director requires a special resolution of the shareholders. The provisos to Reg 25(2A) carry a fallback route where the special resolution is not passed, resting on the votes cast by public shareholders, and a mirror condition on the removal of a director appointed under that fallback. There is no separate deadline; the condition attaches to the general meeting at which the resolution is put.
The rule
The appointment, re-appointment or removal of an independent director requires a special resolution of the shareholders. The provisos to Reg 25(2A) carry a fallback route where the special resolution is not passed, resting on the votes cast by public shareholders, and a mirror condition on the removal of a director appointed under that fallback. There is no separate deadline; the condition attaches to the general meeting at which the resolution is put.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The appointment, re-appointment or removal of an independent director of that entity
- Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.
Statutory basis
Before you file
- Get the nomination and remuneration committee recommendation on the candidate.
- Get the candidate's declaration of independence.
- Prepare the explanatory statement with the board recommendation and its rationale under Reg 17(11).
- Set up e-voting so the public-shareholder votes can be counted separately for the fallback route.
How to file
- Include the special resolution in the notice of the general meeting.
- Hold the vote and count the public-shareholder votes separately.
- Use the Reg 25(2A) fallback route if the special resolution does not pass.
- Apply the mirror condition on removal to a director appointed through that route.
- Submit the voting results to the exchanges under Reg 44(3).
- Obtain the Reg 17(1C) approval within the period that applies to the appointment.
General meeting of shareholders, with results filed to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
- An independent director appointed without the resolution the regulation requires does not validly hold office, which can put the board and every committee that person sits on out of compliance
Common questions
What happens if the special resolution fails?
Reg 25(2A) carries provisos giving a fallback route that rests on the votes cast by public shareholders. A director appointed that way is subject to a mirror condition on removal.
Is an ordinary resolution ever enough?
Not for the appointment, re-appointment or removal of an independent director. The regulation calls for a special resolution, subject to the fallback provisos.