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Appointing an independent director

JD ( Business) (352 Points)

10 February 2015

Dear All,

We are a private limited cmpany & we want to appoint an independent director who is an NRI

Kindly help me in the procedure of the appointment & the necessary documents to be made ready for the same

Thanks in advance

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7 Replies

Arpit Shah (Accountant) (21438 Points)
Replied 10 February 2015

Check File

Attached File : 897463 1404482 companies appointment and qualification of directors rules 2014.pdf downloaded: 189 times

1 Like

JD ( Business) (352 Points)
Replied 11 February 2015

Are the rules for independent director mentioned in section 149 of companies act 2013 valid for both private limited & public companies?

Arpit Shah (Accountant) (21438 Points)
Replied 11 February 2015

Sec 149: Company to have board of directors
1) Every public company shall have minimum of 3 directors
Every private company shall have minimum of 2 directors
The maximum number of directors are 15
2) Every company shall have at least 1 director who has stayed in India for more than
182 days
3) Every listed company shall have at least 1/3rd of total directors as independent
director
4) Every company before the commencement of the act / date of notification comply
with the provisions
5) An independent director in a company, a director other than managing director,
whole time director
a) who in the opinion of Board is a person of integrity and possess relevant expertise.
b) who is not the promoter of the company , its holding and subsidiary company.
c) who has no pecuniary relationship with the company or its promoters during
during 2 immediately preceding financial year or preceding year
d) none of whose relative has pecuniary relationship with the company/
holding/promoters amounting to 2% or more of its gross turnover/ total income
OR 50 lakhs rupees; whichever is lower
e) who neither nor his relative
i) hold key managerial position / employee of company whether its holding or
subsidiary for 3 financial year immediately before the year in which he is appointed
as director
ii) is or has been employee / proprietor /partner for 3 financial year in which
he is appointed
JMD T A X A T I O N & L AW C O D E P a g e |
105
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a) in firm of auditors/ cost accountants / company secretaries or its
holding/ subsidiary/ associate
b) any legal firm which has any transaction with the company amounting
to 10%or more of the gross turnover of the firm
iii) hold together with relatives 2%or more total voting power
iv) who is CFO or by any name whatever called of a non-profit organisation and the
non-profit organisation receives 25% or more of its receipt from the company/ promoter/
director/ holding/ subsidiary/associate that hold 2% or more voting power of the company
v) who possess such qualification
6) Every director has to give declaration of his independence in the first meeting of the
Board in which he participates as director and every first meeting of Board in financial
year and whenever the circumstance demand
7) The independent director shall not be entitled to any stock option. He shall get his
remuneration by way of fee. He shall get reimbursement of expenses for
participation in the Board and other meeting. He shall get profit related commission
may be approved by member
8) An independent director shall hold office for consecutive 5 years on the Board of
company but he shall be eligible for reappointment on passing special resolution and
disclosure in Board Report
9) No independent director shall hold office for more than two consecutive terms but
he shall be eligible for appointment after the expiration of 3 years on he retires from
the position of independent director

Arpit Shah (Accountant) (21438 Points)
Replied 11 February 2015

Useful Link

Attached File : 897463 1404755 company act 2013.pdf downloaded: 135 times

1 Like

JD ( Business) (352 Points)
Replied 11 February 2015

Thank you @ Arpit Shah , In the companies act it mentions we cannot provide ESOP ( employee stock options to independent director but, can he have stake in the company?

Section 197 (8) "An independent Director shall not be entitled to any stock option and mayreceiveremuneration byway of fees, reimbursement of expenses for participationin theBoard and profit related commission as may be approved by members"

But nowhere it mentions about stake in the company.

We were thinking of providing stake to the independent director , Kindly help

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 11 February 2015

As per Section 149(6)(e)(iii) independent director cannot hold togetherwith hims relatives 2% or more of the total voting power of the company.