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PROCEDURE FOR APPOINTMENT OF DIRECTORS

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..... eclaration confirming compliance of Regulation 24(10) read with Regulation 2(1)(c) of these Regulations, in respect of non-association with trading member or clearing member. i. Details of regulatory action taken by any statutory authority in India. j. Details of activities that may in the opinion of the director, lead to his disqualification. k. Association, if any, with trading members/ depository participants. l. Disclosure of the names of his dependents associated with the securities market as member, depository participant, sub-broker, authorized person or holding any registration granted by the Board. m. An undertaking that he shall abide by the code of conduct and code of ethics prescribed in Part B and Part C of Third .....

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..... director arises due to unforeseen reasons, the depository shall forward the new names to the Board within 60 days from the date of submission of resignation or such vacation of office. 4 [(III) ] Public Interest Directors:- 8 [ (1) The names of the public interest directors shall be forwarded to the Board after the approval of the governing board of the depository. The shareholders approval shall not be necessary. A minimum of two names shall be submitted to the Board for each vacancy of public interest directors, two months before such vacancy. ] (2) The depository shall ensure that public interest directors are selected from diverse field of work. While deciding to propose a particular person as a public interest direct .....

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..... ed, whichever is earlier, only if the governing board does not meet the mandatory regulatory requirements on its composition. ] 5 [(IV)] 14 [non-independent directors.]:- (1) The names of person(s) to be appointed as 15 [ non-independent directors ] shall first be approved by the governing board of the depository followed by shareholders approval before submitting the same to the Board for approval. 16 [ (2) The manner of election, appointment, tenure, resignation, vacation, etc. of a non-independent director shall be governed by the provisions applicable to shareholder directors under the Companies Act, 2013, save as otherwise specifically provided under these Regulations or circulars issued thereunder. ] 6 [(V) .....

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..... e name was approved, copy of the shareholder's resolution (wherever applicable), a confirmation by the depository that the director is a fit and proper person in terms of the criteria specified in these regulations and are not associated with any depository participant, trading member or clearing member in terms of regulation 24(10) read with regulation 2(1)(c) of these Regulations. 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, (1) The names of public interest directors shall be forwarded to the Board after the approval of the Board of the depository. .....

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..... in the Official Gazette) before it was read as, (4) In case of extension of the term of the public interest director or appointment of a new public interest director, the depository shall apply to the Board two months before the expiry of the term. In addition to the other requirements prescribed herein, the application for extension of term of the public interest director shall be accompanied with, his attendance details on meetings of various committees and on the governing board of the stock exchange / clearing corporation, performance review and the reasons for extension of term. 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from t .....

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