Understanding the Obligations of Independent Directors under SEBI SAST Regulations

Posted On - 4 January, 2024 • By - King Stubb & Kasiva

In the intricate landscape of corporate governance, the role of independent directors in listed companies is pivotal, guided by various regulatory frameworks such as the SEBI SAST Regulations. These regulations delineate the responsibilities and obligations of independent directors, particularly concerning the committee of independent directors they may join.

Upon becoming a member of the committee of independent directors in accordance with the SEBI SAST Regulations, an implied obligation of confidentiality envelops the independent director. This implies that the committee, while empowered to deliver reasoned recommendations in writing to the shareholders of the target company, must also divulge the voting pattern of the board meeting.

One crucial stipulation is the timing of the publication of these recommendations. They are mandated to be published at least two working days before the commencement of the tendering process. This ensures that shareholders have adequate time to review and deliberate upon the recommendations before making any decisions.

Furthermore, in addition to public disclosure, these recommendations necessitate distribution to various parties for comprehensive transparency and informed decision-making. These include sending copies to the Board of the target company, notifying the stock exchanges, providing them to the manager(s) overseeing the open offer, and publishing them in the same newspaper as the public announcement of the open offer.

The onus of ensuring compliance with these regulations falls upon the company secretary and compliance officer of the company. They bear the responsibility of completing requisite filings and ensuring that copies are issued to the pertinent parties within the specified timelines.

These regulations reflect a commitment to transparency, fairness, and informed decision-making within the securities market. They aim to safeguard the interests of shareholders by providing them with adequate information and ensuring that independent directors uphold the necessary standards of confidentiality and disclosure.


In conclusion, the obligations and responsibilities placed on independent directors under the SEBI SAST Regulations underscore the significance of their role in fostering transparency and accountability in corporate governance, thereby enhancing investor confidence and protecting shareholder interests. Compliance with these regulations remains instrumental in maintaining the integrity and credibility of listed companies in the securities market.