In this article, we would limit our focus to the scope of Independent Directors; their roles, power, and qualifications. (4) Qualifications of Independent Director: Independent Director is a non-executive director. (a) Who is an honest individual who has sufficient skills and experience in the judgement of the Board; (b) Who is or was not the promoter of a holding firm, a subsidiary or an affiliate firm of the company; (ii) Who has no connection with promoters or managers of the firm, its holding, affiliate or associate firm; (c) Who has or had no pecuniary relationship in the two immediate preceding financial years or in the current financial year with the firm or its subsidiary or affiliate business or its developers or managers. Now we will discuss the combined effect of Section 149(6) and Rule 5.
x. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year: Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed; (ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; (iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or. Independent Director shall be eligible for re-appointment on passing of a special resolution and disclosure of such appointment in the Board’s report. The position of Key Managerial Personnel or has been employee of the company, or its holding, subsidiary or associate company in any of 3 financial years immediately preceding the financial year in which he is proposed to be appointed. operations or other disciplines related to the company's
He shall possess appropriate skills, experience and knowledge in one or more fieldsof finance, law, management, sales, marketing, administration, research, corporate governance, technical operations.
Director Identification Number (DIN), Name and surname in full, Father’s name, Date of birth, Gender, Nationality, Occupation, Full address with PIN CODE, Phone Number, e-mail id, Educational and Professional qualifications, experience or expertise, Legal proceedings , if any, initiated or pending against such person.. 1. Nominee Director. (1) Must have skills and knowledge in the disciplines related to the company’s business.
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(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees: Unlisted public companies which are in a joint venture, a wholly owned subsidiary or a dormant company as defined under section 455 of the Act and fulfilling the above requirements are not required to appoint Independent Directors.
With special resolution, co. may appoint more than 15 directors. ( Log Out /
Number of Independent Directors and nature of companies required to appoint are regulated by rules while his obligation, his liability, his qualifications, his term, and his remuneration are governed by Section 149. Learn how your comment data is processed.
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(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; Provided that in case of a relative who is an employee, the restriction under this clause shall not apply for his employment during preceding three financial years. Required fields are marked *, Notice: It seems you have Javascript disabled in your Browser.
Disclaimer shall be displayed on the website that the responsibility for selecting a person from Data Bank as independent director shall be with the company making the appointment. He should be a person of integrity.
Therefore, the concept of Independent Directors on the Board has arised in order to adopt fair and transparent business practices. of an independent director shall, For further information please contact at S.S Rana &
(Illustration: Vacancy occurs on 1st April. Explanation.—For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management.
vi. Note:-This section shall not apply to companies with charitable objects formed us 8.
Ans: Inclusion of name in the data bank can be for a period of one year or five years or for life-time by paying accordingly.
Section 149 and Section 150 of Companies Act, 2013 read with Chapter XI The Companies (Appointment and Qualifications of Directors) Rules, 2014.
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Given the responsibility of the Board of Directors to balance various interests, the presence of Independent directors on the Board of a Company would improve the corporate governance. The qualification required for appointment of independent
or more of the total voting power of the company.
Assuming in Listed Company, there are 3 directors and of 3 directors 2 should be Independent Director. or any person may appoint to represent its or his interest. viii. business. Sitting Fees paid to independent directors and Women Director shall not be less than to other Directors. Amended Section 149(6) read as under: An independent director in relation… (a) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; (b) (i) who is or was not a promoter of the company or its holding, subsidiary or associate company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company; (c) who has or had no pecuniary relationship other than remuneration as such director or having transaction not exceeding ten per cent of his total income or such amount as may be prescribed with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; (d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. An independent director, who is attributed by Board procedures and with his approval or connivance or whether he hasn’t worked faithfully, is kept accountable for any act of omission or commission by a company that is happening with his knowledge.