Your board is the first thing a diligence team, an institutional investor or SEBI looks at. We run the full governance calendar for listed companies — board composition under Reg 17, the audit committee under Reg 18, NRC, SRC and risk committee mandates, meetings convened properly, and minutes written while the discussion is still fresh.
Regulations 17 to 21 of the SEBI LODR Regulations are the rulebook for how a listed company's board must be built and run. Reg 17 covers the board itself — its composition, how often it meets, quorum, and the roles of the chairperson, CEO and CFO. Reg 18 to 21 then create four mandatory committees: the audit committee, the nomination and remuneration committee (NRC), the stakeholders relationship committee (SRC), and the risk management committee (RMC, for the top 1000 listed entities by market capitalisation).
These are not guidelines. Get the independence ratio wrong, let 121 days pass between board meetings, or constitute the audit committee without the required financial expertise, and the stock exchanges levy fines for every day of non-compliance under SEBI's standard operating procedure. We keep listed companies inside these lines — composition checked, committees constituted with proper charters, meetings run on a calendar, and every decision minuted to Secretarial Standard-1.
Every listed company needs this, but the ones who call us usually fall into three groups. First, newly listed companies discovering that IPO governance and listed-company governance are different sports — the quarterly rhythm of Reg 27 filings, committee meetings and disclosures is relentless if nobody owns it. Second, companies that have received exchange notices or fines for composition or meeting gaps and need the house put in order fast. Third, promoter-led companies professionalising their boards ahead of institutional investment.
If your board papers arrive the night before the meeting, your minutes take three months, or nobody can say offhand what your independence ratio is — you need this before the exchanges tell you so.
Most clients engage us on an annual retainer aligned to the financial year, since the work runs on a quarterly cycle — four board meetings, four audit committee meetings, quarterly filings, and the annual report season. A composition clean-up for a newly listed or non-compliant company typically takes 4-6 weeks: verify, fix, constitute, calendar. After that it is steady-state execution.
Fees depend on board size, number of committees and meeting frequency. As a rough guide, annual governance retainers for listed companies generally fall between Rs 3 lakh and Rs 8 lakh — a single quarter of exchange fines for sustained non-compliance can exceed that. We quote fixed annual fees after the initial composition audit, so there are no surprises.
It depends on the chairperson. With a non-executive, non-promoter chairperson, at least one-third of the board must be independent; with an executive or promoter chairperson, the bar rises to one-half (Reg 17(1)).
At least four, with no more than 120 days between any two consecutive meetings (Reg 17(2)). Quarterly meetings alone do not guarantee compliance — it is the 120-day gap rule that catches companies out.
120 days. The rule in Reg 17(2) applies to the gap between any two consecutive meetings, not to calendar quarters — a long festival-season break is where this usually breaks.
One-third of the total strength or three directors, whichever is higher — and it must include at least one independent director (Reg 17(2A)). If quorum lapses mid-meeting, business transacted afterwards is invalid.
Yes. Every listed company must have at least one woman director (Reg 17(1)(a)). This is a hard composition requirement — exchanges fine companies that miss it, and it cannot be cured by an undertaking.
Seven listed companies at most (Reg 17A) — and only three if the person is a whole-time director or managing director in any listed company. The count is across all listed entities, not per group.
At least three directors, two-thirds of them independent; every member financially literate; at least one with accounting or financial management expertise; and the chairperson must be an independent director (Reg 18).
At least four times, with a maximum 120-day gap — the same rhythm as the board. The meeting calendar is usually fixed in April so the gap rule never becomes a scramble.
Two members or one-third of the committee, whichever is greater — with at least two independent directors present (Reg 18). Without that independent-director presence, the meeting cannot validly transact.
Only an independent director (Reg 18). Not the promoter, not the CFO, not a non-executive director who isn't independent — the chair must meet the full independence test.
Yes, but the appointment — or continuation — of a non-executive director aged 75 or above needs a special resolution with a justification in the explanatory statement (Reg 17(1A)). It is a disclosure-and-approval step, not a bar.
An independent director vacancy must be filled at the earliest, and not later than three months (Reg 25(6)). Board vacancies generally should not be left open — composition breaches attract daily exchange fines.
Four always: the Audit Committee (Reg 18), Nomination and Remuneration Committee (Reg 19), and Stakeholders Relationship Committee (Reg 20). A fifth — the Risk Management Committee (Reg 21) — is mandatory for the top 1000 listed entities by market capitalisation.
Six directors minimum (Reg 17(1)(c)) for the top 1000 listed entities by market capitalisation — above the Companies Act floor, and subject to the usual independence ratios on top.
Yes. Reg 18(1)(d) requires the audit committee chairperson to be present at the annual general meeting to answer shareholder queries on the committee's work. An absent chair is a noted compliance gap.
Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.
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