Section 16 in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
16. Definitions.
(1)For the purpose of this chapter , unless the context otherwise requires -(a)"control" shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b)"independent director" means a non-executive director, other than a nominee director of the listed entity:(i)who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;(A)holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;(B)is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -(ii)who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or member of the promoter group of the listed entity] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).];(iii)who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;(iv)who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;(v)none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year;(vi)who, neither himself, nor whose relative(s) -(1)a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or(2)any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;(C)holds together with his relatives two per cent or more of the total voting power of the listed entity; or(D)is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity;(E)is a material supplier, service provider or customer or a lessor or lessee of the listed entity;(vii)who is not less than 21 years of age.(viii)[ who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director:] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).](c)"material subsidiary"shall mean a subsidiary, whose income or net worth exceeds [ten] [Substituted 'twenty' by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).] percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.Explanation. - The listed entity shall formulate a policy for determining `material' subsidiary.(d)"senior management" shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the [chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer] [Substituted 'executive directors, including all functional heads' by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).].
