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ID Exchange of India

The most codified independent-director regime in the world — a statutory databank, a proficiency test, a five-year term and a two-term cap — and the one market on this exchange where we read the filings ourselves.

India is the exception on the Global ID Exchange: it is covered by a dedicated platform, India ID Exchange, which reads the filed record of thousands of listed boards every night and names seats before they are advertised. India also has the most prescriptive independent-director regime of any major market, with a government-run databank, an online proficiency self-assessment, fixed terms and a statutory two-term cap. For a cross-border candidate, that prescriptiveness is an advantage: eligibility is a checklist rather than a judgement.

5,000+
Companies read nightly by India ID Exchange
5 years
Independent-director term, Companies Act s.149(10)
2 terms
Statutory cap on consecutive terms, s.149(11)

India ID Exchange. India is covered end to end by our dedicated Indian platform — live mandates, filed-record vacancy foresight across the listed universe, remuneration benchmarks and the Board Governance Journal.

Open India ID Exchange

Can a foreign director sit on a board here?

A foreign national may be an independent director in India, but must first obtain a DIN and register in the IICA databank — and the board must have at least one director resident in India.

Residency test
Every company must have at least one director who stayed in India for at least 182 days in the previous financial year (Companies Act s.149(3)). It binds the company, not the appointee.
Nationality test
None.
Work authorisation
A non-executive director attending board meetings travels on a business visa. An executive or whole-time role requires an employment visa.
Board language
Board process is in English.
Time commitment
At least four board meetings a year with no more than 120 days between them (SEBI LODR Reg. 17(2)); large listed boards commonly meet six to eight times plus committees.

What you have to do

The appointment steps, in order.

  1. 1Obtain a Director Identification Number (DIN) — for a foreign national this requires apostilled or consularised identity and address documents
  2. 2Register in the IICA independent-director databank and, unless exempt, pass the online proficiency self-assessment test
  3. 3Obtain a digital signature certificate for MCA filings
  4. 4File DIR-2 consent and the company files DIR-12 within 30 days of appointment

What actually gets in the way

  • The apostille and consularisation chain for DIN documents is the slowest step and routinely adds weeks to an appointment timetable
  • Exemption from the proficiency test depends on prescribed years of experience in specified roles — check the current rule before assuming it applies
  • Independent directors in India carry statutory liability that is defined and litigated; s.149(12) limits it to acts within their knowledge and consent, which is narrower protection than it first appears

Board composition

What India requires of a board.

Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.

RequirementThresholdBasisApplies to
Independent directorsAt least one-third of the boardCompanies Act 2013, s.149(4)Listed public companies
Independent directors where the chair is executive or a promoterAt least one-half of the boardSEBI LODR, Reg. 17(1)(b)Listed entities
Woman independent directorAt least oneSEBI LODR, Reg. 17(1)(a)Top 1,000 listed entities by market capitalisation
Audit committeeAt least three directors, two-thirds independent, chaired by an independent directorSEBI LODR, Reg. 18Listed entities

Independence and tenure

How long you may serve, and what ends it.

Tenure cap
Two consecutive terms of up to five years each, then a three-year cooling-off period.
Cooling-off
Three years before re-appointment after two consecutive terms; three years since any pecuniary relationship with the company, its holding, subsidiary or associate.

Other tests

  • Not a promoter, and not related to a promoter or director of the company or its group
  • No pecuniary relationship amounting to 10% or more of total income in the past three financial years
  • Not a key managerial person, or an employee, in any of the three preceding financial years

What a seat pays

Sitting fees are capped at ₹1,00,000 per meeting under Rule 4 of the Companies (Appointment and Remuneration) Rules; total annual remuneration for an independent director of a large listed company commonly lands between ₹15 lakh and ₹60 lakh with commission.

Where this comes from
Remuneration is disclosed by name in the annual report; India ID Exchange computes sector quartiles from the annual reports of the listed universe it reads.
Committee uplift
Audit-committee chairs carry the clearest premium. Profit-linked commission under s.197(1) is where the difference between a modest and a substantial seat actually sits.
Tax
Directors' fees are subject to tax deducted at source; a non-resident director's liability depends on the treaty and on the characterisation of the fee.

The instruments this page relies on

Companies Act 2013 · s.149(4)

Every listed public company must have at least one-third of its board comprised of independent directors.

Ministry of Corporate Affairs

SEBI (LODR) Regulations 2015 · Reg. 17(1)

The board must have at least six directors; at least half must be independent where the chairperson is executive or a promoter, and at least one-third otherwise. At least one woman independent director is required for the top 1,000 listed entities.

SEBI

Companies Act 2013 · ss.149(10)–(11)

An independent director holds office for a term of up to five consecutive years and may serve no more than two consecutive terms, after which a three-year cooling-off period applies.

Ministry of Corporate Affairs

Companies (Appointment and Qualification of Directors) Rules 2014 · Rule 6

An individual must be registered in the IICA independent-director databank and, unless exempt, pass the online proficiency self-assessment test before being appointed.

IICA / MCA

Diversity requirements

Stated as the rule states it — quota, target or disclosure obligation.

  • SEBI LODR Reg. 17(1)(a) requires at least one woman director on every listed board, and at least one woman INDEPENDENT director for the top 1,000 entities by market capitalisation.
  • Board diversity policy disclosure is required in the annual corporate-governance report.

How this regime map is maintained

Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.

This regime map was last reviewed against primary sources in August 2026.

The demand thesis

Why seats open in India — and how an outsider reaches one.

This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.

Why seats open

  • Five-year terms with a hard two-term cap create the most predictable vacancy schedule of any market — the expiry date of every incumbent is a matter of record.
  • The woman-independent-director requirement across the top 1,000 entities keeps a specific, persistent shortage in play.
  • Boards below the statutory independent-director minimum must fill the gap on a defined timetable.
  • IPO pipelines require a compliant board before listing, which pulls appointments forward.

How you get in

  • India ID Exchange's own live mandates and vacancy foresight — the deepest coverage available in this market
  • Indian subsidiaries and joint ventures of multinational groups
  • Companies preparing for an IPO and assembling a compliant board
  • Global capability centres and their Indian holding entities

What this market is short of

  • Chaired an audit committee
  • Professional accounting qualification
  • CIO, CTO or Chief Digital Officer
Score your record against it

Most receptive sectors

Banking, financial services and insuranceInformation technology and global capability centresPharmaceuticals and life sciencesManufacturing, automotive and industrialsConsumer and retail

India feed

What changed in this market.

The same sourced stream as the central feed, isolated to India. Every item cites the authority that made the change.

Open in the feed

Live mandates

No mandates open in India right now.

Register your interest and you are matched against this market's briefs as they open — statutory, interim and advisory alike.

The whole mandate board

Mobility corridors

Where board experience travels, into and out of India.

A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.

Out of India — where its directors are legible

IndiaSingaporestrong

Singapore is the regional holding-company seat for a large share of Indian outbound capital, and Singapore boards governing Indian operations actively want directors who have governed in India.

Friction — Indian governance is statutory where Singapore's is code-based, so an Indian director accustomed to a rulebook must adjust to a comply-or-explain conversation.

Deep commercial and diaspora links, a large population of India-linked groups operating from the UAE, and boards that value directors fluent in both regulatory environments.

Friction — Three separate UAE regimes — onshore, DIFC and ADGM — mean experience of one is not a credential in the others, and candidacy for a PJSC board runs to a fixed annual timetable.

IndiaUnited Kingdomdeveloping

A large population of UK-listed and UK-domiciled groups with Indian operations, shared legal tradition, and Indian governance credentials — the IICA databank and proficiency test — that read as rigorous to a UK committee.

Friction — UK boards will test for comply-or-explain judgement rather than rule compliance, which is a genuinely different skill from the one Indian regulation rewards.

IndiaIsraeldeveloping

Substantial and growing defence, water, agritech and cyber commercial links, and a shared comfort with statutory rather than code-based governance — Indian directors are used to a rulebook, which is what Israel has.

Friction — The external-director office is elected on a minority-supported basis, so a candidate introduced by a controlling shareholder gains less from that introduction than they would in India.

IndiaMauritiusstrong

Mauritius is the long-established conduit for India- and Africa-facing investment structures, and an Indian director already understands both the investor base and the underlying assets.

Friction — The substance rules require two Mauritius-RESIDENT directors, which a non-resident cannot satisfy — so an Indian candidate joins alongside them rather than instead of them.

Questions

India, answered directly.

Can a foreign national be an independent director in India?

Yes. There is no nationality bar. A foreign national must obtain a Director Identification Number, register in the IICA independent-director databank and, unless exempt, pass the online proficiency self-assessment test. The company separately needs at least one director who was resident in India for 182 days in the preceding financial year.

How long can an independent director serve in India?

Up to two consecutive terms of five years each under Companies Act s.149(10)–(11), followed by a three-year cooling-off period before re-appointment to the same board.

Where is the deepest coverage of the Indian market?

India ID Exchange, our dedicated Indian platform. It reads thousands of listed boards nightly and names independent-director seats from the filed record before they are advertised — coverage this Global Exchange does not attempt to duplicate.

ID Exchange of India

Is India actually one of your markets?

The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.