Reg 25(3) separate meeting of independent directors
At least one meeting of the independent directors a financial year, held without the non-independent directors and without management.
At least 1 a financial year
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
One meeting a financial year at minimum. The independent directors have to meet without the non-independent directors and without any member of management present. Reg 25(4) fixes what that meeting reviews.
Deadlines counted from an event
The independent directors must hold at least one meeting in a financial year, without the presence of the non-independent directors and members of the management, under Reg 25(3). The word financial was inserted with effect from 13 December 2024. LODR fixes no maximum gap.
The rule
The independent directors must hold at least one meeting in a financial year, without the presence of the non-independent directors and members of the management, under Reg 25(3). The word financial was inserted with effect from 13 December 2024. LODR fixes no maximum gap.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The independent directors on the board 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
- Fix at least one date for the independent directors to meet on their own.
- Keep the non-independent directors and all members of management out of that meeting.
- Prepare the four Reg 25(4) review items for the agenda.
How to file
- Hold at least one meeting of the independent directors in the financial year.
- Review the performance of the non-independent directors and of the board as a whole.
- Review the performance of the chairperson, taking the views of the executive and non-executive directors into account.
- Assess the quality, quantity and timeliness of the flow of information between management and the board.
- Report the meeting in the corporate governance section of the annual report.
No separate filing. Reported in the annual report corporate governance section
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
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
Can the managing director attend?
No. Reg 25(3) requires the meeting to be held without the non-independent directors and without members of the management.
What does the meeting have to cover?
The four items in Reg 25(4): the performance of the non-independent directors, the performance of the board as a whole, the performance of the chairperson taking account of the views of the executive and non-executive directors, and the flow of information between management and the board.