WHY LISTED COMPANIES MUST HOLD AT LEAST ONE MEETING OF INDEPENDENT DIRECTORS ANNUALLY, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS OR MANAGEMENT?

 WHY LISTED COMPANIES MUST HOLD AT LEAST ONE MEETING OF INDEPENDENT DIRECTORS ANNUALLY, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS OR MANAGEMENT?

ARE YOU A COMPLIANCE OFFICER? HAVE YOU PLANNED TO CONDUCT A SEPARATE INDEPENDENT DIRECTOR MEETING ON OR BEFORE 31^st MARCH 2026?

MANDATORY INDEPENDENT DIRECTORS’ MEETINGS

Several listed companies in India conducted their mandatory Independent Directors’ meetings in March 2026, including GKB Ophthalmics Ltd (March 18), Jayatma Industries Ltd (March 20), and B. P. Capital Ltd (March 24).

These meetings were held in compliance with SEBI’s Listing Obligations and Disclosure Requirements (LODR) and the Companies Act, 2013.

This meeting is to be organized pursuant to Regulation 25(3) of the SEBI (LODR) Regulations, 2015, read with Schedule IV of the Companies Act, 2013, specifically in the last quarter of Financial Year.

PURPOSE

Such meeting will focus on reviewing the performance of non-independent directors, the board, and the assessed the quality and timeliness of information flow between management and the board to ensure effective governance.

KEY AGENDA ITEMS

REVIEW AREA:	DETAILS
Board Performance:	Performance of non-independent directors and board as a whole
Chairperson Assessment:	Performance review considering views of executive and non-executive directors
Information Flow:	Quality, quantity and timeliness of management-board communication

 

INFORMATION FLOW EVALUATION

A significant focus of the meeting is to assess the information flow between the company's management and the board of directors. The independent directors will have to evaluate whether the quality, quantity, and timeliness of information provided enables the board to effectively and reasonably perform their duties.

REGULATORY COMMUNICATION

The outcome of this meeting is to be formally communicated to BSE Listed's Department of Corporate Services, with the notification signed by a Director. This communication ensures compliance with disclosure requirements under Regulation 30 of the SEBI (LODR) Regulations, 2015.

COMPANIES CONDUCTING INDEPENDENT DIRECTORS’ MEETINGS (MARCH 2026)

COMPANY	KEY AGENDA / PURPOSE
GKB Ophthalmics Ltd	Separate meeting of Independent Directors under SEBI LODR & Companies Act provisions.
Jayatma Industries Ltd	Review performance of Non-Independent Directors, Board as a whole, and Chairperson.
B. P. Capital Ltd	Assess performance of Non-Independent Directors, Board, and quality of information flow.
Shukra Pharmaceuticals Ltd.	Separate meeting of Independent Directors under SEBI LODR & Companies Act provisions.

 

RISKS & COMPLIANCE CONSIDERATIONS

NON-COMPLIANCE:

Failure to conduct these meetings can attract penalties from SEBI and damage investor confidence.

TRANSPARENCY:

 Companies must disclose notices and outcomes of these meetings to stock exchanges (BSE/NSE).

INVESTOR IMPACT:

These meetings reassure shareholders that independent oversight is functioning, especially in governance-sensitive sectors.

KEY TAKEAWAYS FOR INVESTORS

•     Investors should monitor exchange filings for outcomes of these meetings, as they often include performance reviews and governance assessments.

•     Such compliance signals strong corporate governance practices, which can be a positive indicator for long-term investment stability.

 

YOUR COMPLIANCE PARTNER – R V SECKAR , FCS, LLB 79047 19295