{"id":24713,"date":"2019-09-18T17:53:37","date_gmt":"2019-09-18T12:23:37","guid":{"rendered":"https:\/\/enterslice.com\/learning\/?p=24713"},"modified":"2020-01-15T12:49:52","modified_gmt":"2020-01-15T07:19:52","slug":"know-about-the-appointment-of-independent-director","status":"publish","type":"post","link":"https:\/\/enterslice.com\/learning\/know-about-the-appointment-of-independent-director\/","title":{"rendered":"All you Need to Know About the Appointment of Independent Director"},"content":{"rendered":"<p class=\"has-drop-cap\">An Independent director is a\npart of the board of directors of a company that does not have any relation to\nthe company related to material, or pecuniary matters of the Company. They\ncharge their sitting fees and are those who are not in the whole-time\nemployment of the Company. However, the management seeks guidance in a\nprofessional capacity for making decisions from the Independent Director.<\/p>\n\n\n\n<p>They are appointed in the Board\nto evaluate the performance of the non-independent Director of the Company, to\nshare their knowledge in the respective areas of their expertise, and they are responsible\nfor the better compliance. They act as a trustee of Shareholders and sometimes\nthey also work between the Board and other stakeholders.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Who can be an Independent\nDirector?<\/h2>\n\n\n\n<p>Any individual can become an Independent Director, if he meets the criteria prescribed under <strong>section 149(6) of the Companies Act, 2013<\/strong><sup><a href=\"https:\/\/en.wikipedia.org\/wiki\/Companies_Act_2013\">[1]<\/a><\/sup>.<\/p>\n\n\n\n<div class=\"shadow1\"><strong>Definition as prescribed under the Companies Act, 2013<\/strong><br>\nAn independent Director to a Company means a Director other than a Managing Director or a whole-time director or nominee director who fulfills the criteria as given under section 149(6).<\/div>\n\n\n\n<h2 class=\"wp-block-heading\">Which Class of Companies are\nRequired to Appoint the Independent Director of the Company?<\/h2>\n\n\n\n<p>Every listed public company\nshall have at least one-third of the total number of directors as Independent\nDirector of the Company and the following classes of the Companies are required\nto appoint at least two directors as an Independent Director <\/p>\n\n\n\n<ul><li>Public Companies having paid-up capital of Rs.\n10 crores or more.<\/li><li>Public Companies are having a turnover of Rs.\n100 crore or more.<\/li><li>Public Companies are having aggregate\noutstanding loans, debentures, deposits exceeding Rs. 50 crore <\/li><\/ul>\n\n\n\n<p>The provisions of the <strong><a href=\"https:\/\/enterslice.com\/learning\/applicability-independent-director-company\/\">appointment of the Independent Director<\/a><\/strong> do not apply to private companies. However, if companies to safeguard the interest of their shareholders and to attract the investors, they can appoint the Independent Director on Board.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Tenure of an Independent\nDirector<\/h2>\n\n\n\n<p><strong>The mandate of an Independent Director is as follows;<\/strong><\/p>\n\n\n\n<ul><li>An Independent Director shall hold the office up\nto five years, but it shall be eligible for reappointment by passing a special\nresolution in the Company.<\/li><li>The Independent Director shall not hold the\noffice for more than two consecutive terms further such independent director\nshall be eligible for appointment after the gap of three years of ceasing to\nbecome an Independent Director<\/li><\/ul>\n\n\n\n<div class=\"shadow5\"><strong>Notes:<\/strong> An Independent Director to as a non-executive director of the company.<\/div>\n\n\n\n<div class=\"read\"><p><b>Also Read:<\/b> <mark><a href=\"https:\/\/enterslice.com\/learning\/role-of-an-independent-director\/\" target=\"_blank\" rel=\"noopener noreferrer\">Role of the Independent Directors in India<\/a><\/mark>.<\/p><\/div>\n\n\n\n<h2 class=\"wp-block-heading\">Role and Functions of\nIndependent Director<\/h2>\n\n\n\n<p><strong>The Independent Director shall:<\/strong><\/p>\n\n\n\n<ul><li>Bring an Independent Judgment, especially on issues of strategy, performance, <strong><a href=\"https:\/\/enterslice.com\/fraud-risk-management\">risk management<\/a><\/strong>, resources, and critical appointment.<\/li><li>Safeguard the interest of the stakeholders.<\/li><li>To evaluate the performance of Board and Management.<\/li><li>Analyze the performance of the management in meeting the objectives and monitor the reporting of performance.<\/li><li>To evaluate the performance of Board and Management.<\/li><\/ul>\n\n\n\n<h2 class=\"wp-block-heading\">Duties of Independent\nDirector<\/h2>\n\n\n\n<p><strong>The Independent Director Shall:<\/strong><\/p>\n\n\n\n<ul><li>To take the induction, regularly update and\nrefresh their skills, knowledge, and familiarity with the Company.<\/li><li>To attend all the meetings of the Board of\nDirectors and committee of which he is a member.<\/li><li>To keep informed the management of the Company\nregarding the external environment in which it operates.<\/li><li>Attend the General Meeting of the Company.<\/li><li>Ascertain and assure that the Company has an\nadequate and functional vigil mechanism. And to ensure that the interests of a\nperson are not prejudicially affected on account of such use.<\/li><li>&nbsp;Reporting\nabout unethical behavior, actual or suspected fraud, or violation of the\nCompany&rsquo;s code of conduct or ethics policy.<\/li><\/ul>\n\n\n\n<h2 class=\"wp-block-heading\">Procedure for Appointment of\nIndependent Director<\/h2>\n\n\n\n<ol><li>The Independent Director need to submit the\nconsent to act as Director in DIR-2 Form<\/li><li>The Independent Director has to provide the\ndeclaration of independence as per section 149(6) of the Companies Act, 2013.<\/li><li>The Director will be appointed as an Additional\nDirector of the Company in the Board, and his\/her term is up to the ensuing\ngeneral meeting of the Company.<\/li><li>Hold the General Meeting and pass the resolution\nfor the appointment of independent Director of the Company for a term of up to five\nyears.<\/li><\/ol>\n\n\n\n<div class=\"shadow1\"><strong>Notes:<\/strong> During the period of appointment, the Independent Director will be bound by the Company Code of Conduct as mentioned under schedule IV of the Companies Act, 2013<\/div>\n\n\n\n<h2 class=\"wp-block-heading\">Separate Meetings<\/h2>\n\n\n\n<ul><li>The Independent Director of the Company shall hold at least one meeting in a year, without the presence of the executive director.<\/li><li>All the Independent directors shall remain present in the Meeting.<\/li><li>The Independent Director in its meeting shall:<\/li><li>Review the performance of non-independent directors and Board as a whole<\/li><li>Review the performance of the chairperson of the Company and taking into account the views of executive and <strong>N<\/strong>on-<strong>E<\/strong>xecutive directors.<\/li><li>To assess the quality, quantity of flow of information between the Company Management and the Board that is necessary for the board to effectively and reasonably perform their duties.<\/li><\/ul>\n\n\n\n<h2 class=\"wp-block-heading\">Liability of Independent\nDirector<\/h2>\n\n\n\n<p>The Liability of Independent\nDirector will only be in respect of acts or omission or commission by a Company\nwhich had occurred with his consent or where he had not acted diligently.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Conclusion:<\/h2>\n\n\n\n<p>It plays a vital role in the\nmanagement, appointing an Independent Director helps the Company in improving\nthe policies which apply to the Company, transparency, credibility of the\nCompany, and many more factors. They decide on an independent <a class=\"glossaryLink\"  aria-describedby=\"tt\"  data-cmtooltip=\"&lt;div class=glossaryItemTitle&gt;Basis&lt;\/div&gt;&lt;div class=glossaryItemBody&gt;In finance, the &amp;quot;basis&amp;quot; is a term with several applications, including representing the difference between the spot price and the future contract price of an asset, which is vital in investment(...)&lt;\/div&gt;\"  href=\"https:\/\/enterslice.com\/learning\/terms\/basis\/\"  data-gt-translate-attributes='[{\"attribute\":\"data-cmtooltip\", \"format\":\"html\"}]'>basis<\/a>;\nIndependent Director does not have any relationship with the Company that may\naffect the independence of judgment.<\/p>\n\n\n\n<div class=\"read\"><p><b>Recommended Article:<\/b> <mark><a href=\"https:\/\/enterslice.com\/learning\/appointment-and-regularisation-of-additional-director-as-per-companies-act-2013\/\" target=\"_blank\" rel=\"noopener noreferrer\">Appointment and Regularisation of Additional Director as per Companies Act, 2013<\/a><\/mark>.<\/p><\/div>\n","protected":false},"excerpt":{"rendered":"<p>An Independent director is a part of the board of directors of a company that does not have any relation to the company related to material, or pecuniary matters of the Company. They charge their sitting fees and are those who are not in the whole-time employment of the Company. However, the management seeks guidance [&hellip;]<\/p>\n","protected":false},"author":17,"featured_media":24716,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[1383,1322],"tags":[2751],"acf":{"service_id":"0"},"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v14.6.1 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>Appointment of Independent Director: Section 149(6)Companies Act, 2013<\/title>\n<meta name=\"description\" content=\"Any individual can Appointment of Independent Director, if he meets the criteria prescribed under section 149(6) of the Companies Act, 2013.\" \/>\n<meta name=\"robots\" content=\"index, follow\" \/>\n<meta name=\"googlebot\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<meta name=\"bingbot\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/enterslice.com\/learning\/know-about-the-appointment-of-independent-director\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Appointment of Independent Director: Section 149(6)Companies Act, 2013\" \/>\n<meta property=\"og:description\" content=\"Any individual can Appointment of Independent Director, if he meets the criteria prescribed under section 149(6) of the Companies Act, 2013.\" \/>\n<meta property=\"og:url\" content=\"https:\/\/enterslice.com\/learning\/know-about-the-appointment-of-independent-director\/\" \/>\n<meta property=\"og:site_name\" content=\"Enterslice\" \/>\n<meta property=\"article:publisher\" content=\"https:\/\/www.facebook.com\/enterslice\" \/>\n<meta property=\"article:published_time\" content=\"2019-09-18T12:23:37+00:00\" \/>\n<meta property=\"article:modified_time\" content=\"2020-01-15T07:19:52+00:00\" \/>\n<meta property=\"og:image\" content=\"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/09\/Appointment-of-Independent-Director.jpg\" \/>\n\t<meta property=\"og:image:width\" content=\"1200\" \/>\n\t<meta property=\"og:image:height\" content=\"630\" \/>\n<meta name=\"twitter:card\" content=\"summary\" \/>\n<meta name=\"twitter:creator\" content=\"@enterslice\" \/>\n<meta name=\"twitter:site\" content=\"@enterslice\" \/>\n<!-- \/ Yoast SEO plugin. -->","authorName":"Tanya Verma","authorImageUrl":"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/07\/IMG-20190703-WA0001__01.jpg","authorDescription":"Tanya is working as writer &amp; editor from past 2 years with experience in covering startup and technology related topics.","postViews":484,"readingTime":3,"nextPost":{"id":24749,"slug":"tds-on-rental-income-section-194-i-of-the-income-tax-act-1961"},"prevPost":{"id":24664,"slug":"private-limited-company-incorporation-procedure"},"featuredMediaUrl":"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/09\/Appointment-of-Independent-Director.jpg","postTerms":"Change in Business","_links":{"self":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/24713"}],"collection":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/users\/17"}],"replies":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/comments?post=24713"}],"version-history":[{"count":0,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/24713\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media\/24716"}],"wp:attachment":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media?parent=24713"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/categories?post=24713"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/tags?post=24713"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}