Amit kumar singh (Pwc) (129 Points)
16 March 2017Can someone please advise me regarding appointment of independent director -
1 can a chartered accountant in practice be a independent director
2.what is the procedure if yes
3. Is it mandatory for company to select independent director from data bank
4. What is the meaning of "appointment of IDs should independent of management of co" mention schedule IV
Jatin Bajaj
(CS)
(2930 Points)
Replied 16 March 2017
AS PER SECTION 149 OF THE COMPANIES ACT , CHARTERED ACCOUNTANT IN PRACTICE CAN BE APPOINTED IN OTHER COMPANY AS THE INDEPENDENT DIRECTOR BUT CANNOT BE APPOINTED AS AN INDEPENDENT DIRECTOR IN THE SAME COMPANY IN WHICH HE IS THE AUDITOR OR ITS HOLDING , SUBSIDIARY OR ASSOSCIATE COMPANY IN ANY OF THE 3 FINANCIAL YEAR PREECEDING THE FINACIAL YEAR IN WHICH HE IS PROPOSED TO BE APPOINTED
BEFORE THE BOARD SELECTS ANY PERSON FOR THE POSITION OF INDEPENDENT DIRECTOR , COMPANY MUST ENSURE THAT NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD HAS IDENTIFIED THE PERSON TO BE QUALIFIED TO BE THE INDEPENDENT DIRECTOR. SUCH A INDEPENDENT DIRECTOR SHALL HAVE THE APPROPRIATE SKILL, EXPERIENCE AND KNOWLEDGE AS PRESCRIBED UNDER SCHEDULE IV OF THE COMPANIES ACT 2013.
FIRST OF ALL SUCH DIRECTORS SHALL BE APPOINTED BY BOARD AS THE ADDITIONAL DIRECTOR WHO SHALL HOLD THE OFFICE TILL THE CONCLUSION OF UPCOMING ANNUAL GENERAL MEETING . AND AT THE AGM OF THE COMPANY SUCH DIRECTORS SHALL BE REGULARISED AS THE NON EXECUTIVE INDEPENDENT DIRECTOR BY PASSING ORDINARY RESOLUTION UNDER THE HEAD SPECIAL BUSINESS.
APPOINTMENT OF INDEPENDENT DIRECTOR SHALL BE APPOINTED BY MEANS OF LETTER OF APPOINTMENT WHICH SHALL INCLUDE THET TERM OF APPOINTMENT , DETAILS OF REMUNERATION OF INDEPENDENT DIRECTOR, DUTIES AND RESPONSIBILITIES OF INDEPENDENT DIRECTOR AS MENTIONED UNDER SCHEDULE iv OF THE COMPANIES ACT . SUCH TERMS AND CONDITIONS OF INDEPENDENT DIRECTOR SHALL ALSO BE POSTED ON THE WEBSITE OF THE COMPANY.
SUCH INDEPENDENT DIRECTOR SHALL HOLD THE OFFICE FOR THE MAXIMUM PERIOD OF 5 YEARS AND SHALL BE FURTHER RE-APPINTED BY PASSING SPECIAL RESOLUTION.
IT IS NOT MANDATORY FOR THE INDEPENDENT THAT THEY SHALL BE APPOINTED BY MEANS OF DATA BANK. IF THE INDEPENDENT DIRECTOR FULFILS THE CRITERA OF BEING INDEPENDENT DIRECTOR AS PER SECTION 149(6), THEN NO NEED TO APPOINT VIA DATABANK.
FURTHER COMPANY NEEDS TO FILE FORM DIR 12 WITHIN 30 DAYS OF APPOINTMENT OF INDEPENDENT DIRECTOR FOR CHANGE IN DESIGNATION FROM ADDITIONAL TO INDEPENDENT DIRECTOR
ATTACHMENT : CERTIFIED COPY OF ORDINARY RESOLUTION FOR APPOINTMENT OF INDEPENDENT DIRECTOR
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