InfoBeans Technologies Limited

informal_guidance · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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To InfoBeans Technologies Limited SEZ Unit, Crystal IT Park, STP-1, 2 nd Floor, Ring Road, Indore, . Madhya Pradesh - 452001 Madam , Kind attention: Ms . Surbhi Jain, Company Secretary and Compliance Officer Sub: Request for Informal guidance by way of an interpretive letter under the provisions of SEBI (Informal Guidance) Scheme, 2003 received from InfoBeans Technologies Limited ("Company") seeking interpretation of the provisions of regulation 16(1)(b)(iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 This is with reference to your letter dated February 25, 2025 read with clarification dated March 21, 2025 ("Application") seeking interpretative letter under SEBI (Informal Guidance) Scheme 2003 in respect of the term "material pecuniary relationship" used in regulation 16(1)(b)(iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") in the context of an Independent Director . The following information is gathered from your Application: InfoBeans Technologies Limited ("Company " / "Applicant " ) is an entity having its registered office at Indore, Madhya Pradesh. The shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited . Deputy General Manager Corporation Finance Department Policy and Development – 2 rajkd@sebi.gov.in 022 -26449253 No.: SEBI/HO/CFD/PoD2/OW/P/2025/13133/1 May 14, 2025 The Company has appointed an Independent Director and pays sitting fees/commission as per the permissible limit under the Companies Act. Subsequently, the Company intends to engage the same individual (Ms. Opal Perry) as a consultant to its US-based subsidiary, InfoBeans INC. As a consultant, the indivi

Rule TOC

022 · -26449253

4 · 1. The term "independent director" has been defined under Regulation 16(1)(b)(iv) of the LODR Regulations inter-alia as a non-executive director who does not have any material pecuniary relationship with the listed entity and its related entities. The provision is reproduced for reference as under-

4 · 2. However, regulation 16(1)(b) specifies various parameters to determine the independence of a director. For example, such director should not be a promoter of the listed entity or its holdings or subsidiary or associate companies and not be related to such promoter, shall not hold the position of key managerial personnel in such entities, shall not be a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director, shall neither himself nor his relatives be a material supplier, service provider or customer or a lessor or lessee of the listed entity, et cetera.

4 · 3. Further , the LODR Regulations mandate every independent director to submit a declaration stating inter-alia that he meets the criteria of independence as provided in Regulation 16(1)(b). The Board of Directors is mandated to assess of the veracity of such declaration. The relevant provisions in this regard are reproduced as under-

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4 · 4. In addition to the above, in terms of Para A of Part D of Schedule II of the LODR Regulation , the Nomination and Remuneration Committee (NRC) has been mandated to interralia formulate the criteria for determining the qualification, positive attributes and independence of a director and also to formulate criteria for evaluation of performance of independent directors.

4 · 5. In view of the above, for the fulfilment of the eligibility criteria specified for independent directors under the LODR Regulations, it is pertinent that the applicable provisions including those noted above be complied with.

4 · 6. In addition, Section 149(6) of the Companies Act, 2013 inter-alia specifies the limits of pecuniary relationship between an independent director and a company (which in this case is a listed entity) . In terms of the said provision, an independent director -

4 · 7. Thus, the provisions of Section 149(6) of the Companies Act are also relevant in relation to an independent director of a company.