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Independent director appointment

Sunaina Jain (Job) (92 Points)

23 March 2015

Dear All Concerned Professionals

I want to know Can an Independent director be appointed in board meeting ?? if yes, what formalities need to be complied with.

An early response is highly appreciated. Thanks in advance.

Its very urgent matter.

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3 Replies

CA Shree Jain (Chartered Accountant) (1572 Points)
Replied 23 March 2015

Generally a director is appointed in the Annual General Meeting (AGM), and can hold the post till the next AGM. However, the articles of the company can provide for appointment of permanent directors in the articles of the company. In case of a public company or its subsidiaries, only one-third of the directors can be appointed as permanent directors, rest of the directors must retire by rotation at the AGM of the company. An independent director can be appointed for a period of consecutive five years. Such directors can be re-appointed after passing a special resolution by the Board for a period of another 5 years. After two consecutive terms, an independent director can be re-appointed only after a gap of three years (provided that the person was not appointed or associated with the company during these three years).