Xavier, a professor of Corporate Affairs in an American University is also a lead Independent Director at Bright Industries Limited, an Indian listed Company. The Board of Directors want a separate meeting of the Indepen

Regulation 25(3) of the SEBI (LODR) Regulations, 2015 requires that the independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. Further Regulation 25(4) of the SEBI (LODR) Regulation, 2015 states that independent directors in the meeting referred in sub-regulation (3) shall, inter alia- review the performance of non-independent directors and the board of directors as a whole. review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors. assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. Section 149(8) read with Schedule IV of the Companies Act, 2013 also mandates the requirement of holding separate meetings of the independent directors. Hence in the instant case, the Board of the Directors can hold the separate meetings of the independent director under the chairmanship of Xavier.