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Independent director

Kavitha.S (Company Secretary) (369 Points)

21 April 2014

Friends,

'A' company is holding 26% shares in 'B' company. One of the Director of 'A' company is holding directorshiop in 'B' company. My question is whether he is an independent director for 'B' company or not?

Thanks in advance

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7 Replies

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 22 April 2014

Hi,

Before answering could you please specify whether or not he is drawing any salary or remunertaion from any of these two companies and further ifhe holds shares in those two.

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Kavitha.S (Company Secretary) (369 Points)
Replied 22 April 2014

Hi,

He is holding shares in 'A' company only and he is getting sitting fee from both companies.

Avneesh Mishra (CS Trainee) (502 Points)
Replied 22 April 2014

Dear Kavitha,

As per the basic understanding, The Director is a Non Independent Director for Company 'B'. And both the Companies has established a relationship of Related Party through the aforesaid Director.

Further please do clarif the role of Director in both the companies, viz.

Executive Director in 'A" Company;

Nen Executive Director in 'B' Company etc.

Regards,

Avneesh

Kavitha.S (Company Secretary) (369 Points)
Replied 22 April 2014

Hi Avneesh,

Thanks for your reply. Both the companies, he is a non executive director .

Regards

Kavitha

Avneesh Mishra (CS Trainee) (502 Points)
Replied 22 April 2014

Dear Kavitha,

Please consider the Director Sir as Non Independent Non Executive Director for Company 'B'.

It is advisable to appoint an Independent Director (if required as per the structure of BOD) in the immediate board meeting, as the relevant sections has been notified and applicable; only constitution of Audit Committee has been granted a transition period of 1 year.

Regards,

Avneesh Mishra.