Electrical equipment manufacturer Havells India Limited has issued a clarification regarding the proposed re-appointment of two Independent Directors ahead of its 43rd Annual General Meeting (AGM), responding to observations raised by proxy advisory firms over board tenure.
The clarification relates to the proposed second five-year terms of Namrata Kaul and Ashish Bharat Ram, whose re-appointments are scheduled to be placed before shareholders at the AGM on 19 June 2026.
According to the company, both directors were initially appointed by shareholders through special resolutions passed at the AGM held on 30 June 2021. Their first terms extend until the conclusion of the 2026 AGM, after which the proposed second five-year terms would commence. Havells stated that the appointments are fully compliant with the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations.
The clarification follows queries from proxy advisory firms regarding whether the proposed re-appointments would result in the directors serving beyond the permissible tenure for Independent Directors. Havells emphasized that the first and second terms are separate appointments requiring shareholder approval, and that the proposed resolutions comply with the regulatory framework governing independent directorships.
Independent Directors play a central role in corporate governance by providing objective oversight of board decisions, safeguarding minority shareholder interests, and strengthening accountability. Under Indian regulations, an Independent Director may serve up to two consecutive terms of five years each, subject to shareholder approval through special resolutions.
The clarification is not expected to have any impact on Havells’ business operations or financial performance but reflects the increasing scrutiny surrounding board governance, independence, and regulatory compliance among India’s listed companies.
The resolutions will be considered by shareholders during the company’s forthcoming AGM, with the outcome expected following the meeting later this month.