Can a person who is director (nominee of promoter co) in an unlisted public company be appointed as Independent Director in the same company.
If yes explain with reference to provisions and plz tell as independent directors are not defined under companies act so its meaning has to be construed from Clause 49 only and
The very fact that the director is a nominee of a promotor company makes him lose his independence. He is appointed in the Board to protect the interest of the promotor. Hence, he cannot be appointed as an independent director in the same company.
Hi...agreed with experts and the definition of Independent Director as provided in the Listing Agreement will be applicable only in case of Listed Companies.
In case of unlisted Companies, the independence of the Director will have to be judged taking into consideration various facts and whether he will be able to provide independent judgement in the deliberations and discussions of the Board?
God Bless
Udit Sharma
Very much agree with all.
a nominee director of holding company cannot be given the status of independent director(ID) as ID means who does not have any material interest with company.
as far as Clause 49 is concerned, it is applicable only to listed company.
so nominee of promoter director cannot be appointed as promoter director.
Thanx
Rajeev Nayak
Agree with all experts…..
Requirement of appointment of Independent Director comes only in listed companies. But there can be some situations whereby the Independent Director is appointed in unlisted companies especially when the company is heading for an IPO so as to comply with Clause 49 of the listing agreement. In that case appointment of a director who is related to the promoter will not qualify him as an independent director for the simple reason that he is there to protect the interest of promoter
Please find the below link..............
Can a Company be appoint Independent Director as consultant say Legal or technical, having vast expertise in the field, without any monitory benefits other than Sitting Fees? (ie, rendering service to the company for free of cost for consultation)???
Kindly post your valuable comments in the light of Companies Bill 2011 (Sec.149,150).
one of the director was appointed as independent director in 2010 as per companies act 1956.
he was continuing till 2015, and in agm 2014-15 , he reappointed him as director, assuming that tenure has expired for 5 yrs, so he is eligible to be reappointed .as there was no director to be in rotation. in annual report his designation was shown as non executive director.
no form for his resignation and appointment has been filed till yet. further company is also having a shortfall of 1 independent director.
while filing dir 12 , only 3 options coming - promoter,professional and independent.. he is neither of them . please advise how to execute further.
CAclubindia
