Independent directors (ID) of a listed company decided to convene a meeting of IDs on their own. Non-Independent directors objected to and called it as illegal. Offer your views referring to the provisions of the Compani

Section 149(8) read with Schedule IV of the Companies Act, 2013 provides for the separate meeting of the Independent Director within the ambit of the code for the Independent Directors: The independent directors of the company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management; All the independent directors of the company shall strive to be present at such meeting; The meeting shall: review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Hence, holding of such separate meeting of Independent Directors is valid within the applicable provisions of the Companies Act, 2013 and Non- Independent Directors cannot challenge this.