Familiarisation Programme explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A new independent director arrives on a board knowing what the company does and almost nothing about how it actually works. Two years later, if nobody addressed that, they're still voting on things they don't fully understand — and Section 149(12)'s diligence test won't care that nobody told them.
The familiarisation programme is the mechanism meant to fix this. It's also one of the easiest disclosures in an annual report to read critically.
Regulation 25(7) requires a listed entity to familiarise its independent directors with the entity, their roles, rights and responsibilities, the nature of the industry, the business model, and related matters — through programmes, with the details disclosed on the website and referenced in the corporate governance report. Schedule IV makes it the director's own duty to undertake induction and keep their knowledge current.
Two obligations, not one
The company's obligation — Regulation 25(7). The listed entity must familiarise independent directors with:
- the listed entity itself;
- their roles, rights and responsibilities;
- the nature of the industry in which it operates;
- the business model of the entity;
- and related matters.
And it must disclose the details of the programmes on its website, with a web link in the corporate governance report.
The director's obligation — Schedule IV. Among the duties of an independent director: "undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company."
So the company must offer it and the director must do it. A director who skipped the sessions cannot later say they weren't told.
What a real programme contains
At induction:
- The appointment letter and Schedule IV code, walked through rather than emailed.
- Constitutional documents — memorandum, articles, any shareholders' agreement affecting the board.
- Three years of financial statements, with the auditor's reports and any qualifications, emphasis of matter paragraphs or CARO observations.
- Board and committee minutes for the preceding year — the single most useful document for understanding how a board actually behaves.
- The organisation structure and who reports to whom, and time with each business head.
- Site visits — plants, branches, warehouses. There is no substitute.
- A session with the statutory auditor and the internal auditor, without management present.
- The regulatory map: which regulators, which licences, which live proceedings.
- Litigation and contingent liabilities, in detail.
- The related party map — who the related parties are and what flows between them.
- The insider trading code and the company's policies.
Ongoing:
- Regulatory updates — SEBI, MCA and sectoral changes.
- Deep dives on individual businesses or risks, one per meeting cycle.
- Competitor and industry sessions.
- Refreshers when the business model changes materially.
Reading the disclosure
Because the details go on the website, a familiarisation disclosure is public and comparable. Three things to look for:
Hours. Most companies report cumulative hours. Two hours a year, across all independent directors combined, is a disclosure in itself.
Content. "Presentation on business performance" is a board meeting, not familiarisation. Site visits, auditor sessions and regulatory deep dives are the real thing.
Change over time. A disclosure that is word-for-word identical across three annual reports tells you the programme is a document, not an activity.
If you're evaluating a board seat, read this before you accept. It's one of the few public signals of how seriously a company treats its independent directors.
What to ask for as a new director
Whether or not the company offers it:
- The last two years of board and committee minutes.
- Time with the statutory auditor and internal auditor, without management.
- A site visit to the largest operating location.
- The list of related parties and the transaction history.
- All live litigation and regulatory proceedings, with counsel's assessment.
- The company's own risk register, not a summary of it.
- A walk-through of the previous year's audit qualifications, if any.
None of this is unreasonable, and a company that resists it is telling you something more useful than any presentation would.
Why it connects to liability
Section 149(12) protects a director who acted diligently. Schedule IV describes that as including undertaking induction and keeping knowledge current.
So attendance at familiarisation sessions is part of the evidentiary record of diligence — alongside board attendance, minuted questions and recorded dissent. It's a small thing that costs a day or two and belongs on the right side of the file.
Key takeaways
- Regulation 25(7) is the company's obligation; Schedule IV is the director's.
- Coverage: the entity, the role, the industry, and the business model.
- Details go on the website, with a link in the corporate governance report.
- A real programme includes site visits and auditor sessions, not just presentations.
- Read a company's disclosure before accepting a board seat.
- Ask for minutes, auditors, sites, related parties and litigation at induction.
- Attendance is part of the diligence record under Section 149(12).
Read next
- Regulation 25 of SEBI LODR: Every Obligation of an Independent Director
- Duties of an Independent Director: Schedule IV Explained
- Independent Director Liability: When Are They Actually on the Hook?
- Independent Director Appointment Letter: Format and Must-Have Clauses
Law stated as on 5 September 2026.