Nominee director

Hi

There is nothing specific mentioned under the Companies Act, 1956 on Nominee Director, becaue they are nominated by specific authorith for purpose.  Listing agreement have something for them.Yes certainly the recent notification have given heavy weight to the position of nominee direction just check this circular:

Ministry’s General Circular No. 08/2011 dated 25.03.2011

Nominee Directors are appointed by third parties like banks/ financial institutions.

Holding company being a shareholder can directly appoint directors in its subsidiary being whole-time directors or managing directors and can control the composition of the Board. 

Important considerations are: Type of Co - Public or Private, Paid up Share Capital, AoA provisions, current directors, proposed directors, Schedule XIII conditions, Disqualifications checklist, Percentage of holding in subsidiary.