Corporate Governance

Listed companies, and public companies that cross the paid-up capital, turnover or borrowing thresholds in Rule 4.

No. The independent-director requirement under Section 149(4) does not apply to private companies.

Up to two consecutive terms of five years each, with the second term requiring a special resolution. A three-year cooling-off period follows.

Yes. They must be registered with the Independent Directors’ Databank maintained by the Indian Institute of Corporate Affairs, and must pass the online proficiency test unless exempt.

It is a transaction with a related party as defined under Section 2(76). Transactions under Section 188 need board approval, and shareholder approval above the thresholds, unless they are in the ordinary course of business and at arm’s length.

Yes. SS-1 and SS-2 are mandatory under Section 118(10).

It is an annual formal evaluation of the board, its committees and individual directors. It is required for listed companies and for public companies above the prescribed paid-up capital.

No. It is mandatory only for listed companies and for companies that accept public deposits or have bank borrowings above ₹50 crore.

Under LODR, listed entities must hold at least four audit committee meetings a year, with no more than 120 days between two meetings.

It is the code that listed companies must adopt under the SEBI (PIT) Regulations, 2015. It regulates trading by designated persons and requires a structured digital database of unpublished price-sensitive information (UPSI).

Yes. Investor agreements typically contain governance covenants, and clean records make due diligence smoother.

Twenty companies, of which no more than ten can be public companies. Separate limits apply to listed-entity directorships under LODR.

It means a framework of board structure, policies, controls and disclosures through which a company is directed and held accountable to its shareholders and other stakeholders.

Depending on the company, these include audit, nomination and remuneration, stakeholders’ relationship and CSR committees, each with defined composition and responsibilities.

A private company needs at least two, a public company at least three and an OPC at least one. The law also sets an upper limit of fifteen unless the shareholders approve more by special resolution.

The company secretary advises the board on legal and governance requirements, ensures that meetings and filings are properly conducted, and acts as a link between the board and regulators.

Independent directors must follow a prescribed code of conduct set out in Schedule IV, while all directors have duties under Section 166, covering good faith, due care and conflict avoidance.

Directors must disclose their interests in other entities in Form MBP-1 and their disqualification status in DIR-8, among others, at the intervals the law provides.

Yes. Even closely held companies benefit from clear roles, documented decisions and approvals, which reduce disputes, support bank and investor confidence and simplify succession.

We review the existing structure and records, identify gaps against the applicable law, draft policies and charters, and support board and committee processes on an ongoing basis.