Independent director resignation, letter and reasons
Disclosure of an independent director's resignation letter, detailed reasons and confirmations to the stock exchanges within seven days.
7 days from the date of resignation
Counted from the date of resignation of the independent director
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
Within seven days of the date of resignation. The disclosure has to carry the resignation letter itself, the detailed reasons, the director's other listed-entity directorships and committee memberships, and a confirmation that there is no material reason other than the ones stated.
Deadlines counted from an event
Within seven days from the date of resignation, disclose the resignation letter, the detailed reasons for the resignation, the names of the listed entities in which the resigning director holds directorships and the committees of which the director is a member, and a confirmation from the director that there is no material reason other than those provided. Schedule III Part A Para A clause 7B states this timeline, so the Reg 30(6) tiers do not apply.
The rule
Within seven days from the date of resignation, disclose the resignation letter, the detailed reasons for the resignation, the names of the listed entities in which the resigning director holds directorships and the committees of which the director is a member, and a confirmation from the director that there is no material reason other than those provided. Schedule III Part A Para A clause 7B states this timeline, so the Reg 30(6) tiers do not apply.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The resignation of an independent director of that entity
Statutory basis
Before you file
- Get the resignation letter from the independent director.
- Get the detailed reasons for the resignation in writing.
- Get the list of the director's other listed-entity directorships and committee memberships.
- Get the director's confirmation that there is no other material reason.
How to file
- Record the date of resignation.
- Assemble the letter, the reasons, the directorship list and the confirmation.
- Submit the disclosure to each exchange within seven days of the resignation date.
- Publish the disclosure on the entity's website.
- Fill the resulting board vacancy within the period the applicable regulation allows.
Stock exchange electronic filing system
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. SEBI adjudicates a late or missed disclosure under section 15A(b) of the SEBI Act, which reaches ₹1 lakh for each day the failure continues and is capped at ₹1 crore. Section 23E of the Securities Contracts (Regulation) Act is the other head, at not less than ₹5 lakh and up to ₹25 crore for a breach of listing conditions. Orders in this area normally land in lakhs rather than near the ceiling.
- The exchange records the default in the entity's compliance history, and a repeated default feeds SEBI's decision to adjudicate
- The disclosure still has to be made after the deadline passes, and it has to carry an explanation for the delay
- Disclosing favourable events on time while letting unfavourable ones slip is charged as a breach of Reg 4(1)(d) in its own right, alongside the specific provision
- A resignation that takes the board below its required composition of independent directors puts the entity in breach of Reg 17(1) until the vacancy is filled
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Is a bare resignation letter enough?
No. Clause 7B requires the letter, the detailed reasons, the director's other listed directorships and committee memberships, and a confirmation that no other material reason exists.
Is this 24 hours like a change of director?
No. An independent director's resignation carries its own seven-day timeline under clause 7B, which displaces the Reg 30(6) tiers.