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Cessation of independent director

Jayanti Dey (Practicing Company Secretary) (271 Points)

19 May 2017

What is the procedure for cessation of independent director and appointment of new independent director? kindly provide the format of agenda and resolutions for the same? whether the cessation will be approved at AGM?

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Saloni Shah (45 Points)
Replied 20 May 2017

Independent directors are appointed for 5 years and can be re-appointed by passing a special resolution at general meeting for re appointing them for another 5 years.
They are not liable to retire by rotation.
For removing an independent director special notice is required to be provided by shareholder to call upon a meeting and then ordinary resolution should be passed for such removal. Opportunity of being heard is to be provided.
independent director can be appointed by passing resolution at general meeting.