Non rotational directors

Others 550 views 2 replies
As per section 149(11),
cooling period for independent director is 3 years while the same section is saying that independent directors are non rotational .
if they are non rotational then why there is provision of cooling period?
Replies (2)

As per the provisions of Section 149(10), independent Directors shall not be appointed for a period of two consequtive terms of 5 years. 

And as per the Provisions of Section 149(11), after the expiration of two consequitive terms of 5 years, there shall be the gap of 3 years from ceasing of  becoming independent director.

During the tennure of 3 years, such person shall not be associated with any Company either directly or indirectly.

In case of rotational directors , directors are reappointed after their fixed term without any cooling off period. But in case of Independent directors they can be reappointed only after the gap of cooling off period. Such cooling of period describes that Director is non rotational in nature.

Well, As per Companies Act, 2013. term of an Independent Director cannot exceed 5 years (it can be less than 5 years) at a time. But the same person can be appointed an an Independent Director for consecutive term if shareholders approve the same.

Now, after 2 consecutive terms as mentioned above,  there will be cooling off period of 3 years. He cannot be associated with such a Company in any capacity including post of Independent Director. But he can be Independent Director with any other Company.

Independent Directors cannot retire by rotation. Cooling off  period is provided in the Companies Act, 2013 as to protect their independence so that they will perform their duties efficiently.


CCI Pro

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
Featured 27 May 2026
Lead Conversion Executive / Sales Closing Executive

SMJ global advisors pvt ltd

New Delhi

B.Com

View Details
Company
01 June 2026
Audit, Taxation & Compliance Executive

R P S K & Associates

Nashik

CA Inter

View Details
Company
26 May 2026
Audit executive

vdsr & co LLP

Chennai

CA Inter

View Details
Company
24 May 2026
Accounts & Tax Executive

PARAS KHURANA AND CO

New Delhi

B.Com

View Details
Company
10 June 2026
Senior Account Executive

JDS Advisory LLP

Ahmedabad

CA Inter

View Details
Company
26 May 2026
Senior Accountant cum purchase Manager

Vardhaman Group of India

Pimpri Chinchwad

CA Inter

View Details
Company
Featured 28 May 2026
SEMI QUALIFIED/ CA DROPOUTS/ ARTICLES

T R SOOD & CO

New Delhi

CA Inter

View Details
Company
22 May 2026
Sr. Financial Analyst - Consolidation

Search Synergy

Mumbai

CA

View Details