FAQ’S - Independent Directors - Series - 530
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QUICK BITES
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1.
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Whether Practicing
Company Secretary gets appointment as Independent Director?
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Independent Director is Non-executive
Director and a Practicing Company Secretary can be appointing as Independent
Director.
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2.
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Whether Company
Secretary in employment gets appointment as Independent Director in another
Company?
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Independent Director is
Non-executive Director of the Company. A employee company Secretary even can
appoint as ID in any other Company.
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3.
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Whether Company
Secretary in employment gets appointment as Independent Director in Same
Company?
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A Company Secretary is
whole time employee of the Company and ID is not an employee of the Company.
Therefore, one can opine
that CS of the Company can’t appoint as ID of same Company.
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4.
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What is the Minimum
and Maximum age to get appointment as Independent Director?
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Company
Law:
Minimum Age to get appointment
as ID is 18 Years
There is no maximum Age
to get appointment as ID
SEBI (LODR) – Listed Companies:
Minimum
Age to get appointment as ID is 21 Years
Maximum
Age to get appointment as ID 75. If want to appoint even after attainment of
age of 75 year then need to pass Special Resolution.
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5.
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Whether a Company
can pay registration fees for Data bank on behalf of ID?
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ID are non executive
directors of the Company and not eligible to get remuneration from Company.
He can only get Sitting fees from the Company. Therefore, Company having two
options:
·
Let the ID pay fees for registration
in Data Bank.
·
If Company paying registration fees
on behalf of ID then Company shall adjust same with sitting fees.
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6.
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Whether ID is liable for
non-compliance under Companies Act?
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An
independent director not being promoter or key managerial personnel, shall be
held liable, only in respect of such acts of omission or commission by a
company which had occurred with his knowledge, attributable through Board
processes, and with his consent or connivance or where he had not acted
diligently.
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7.
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To get empanelled
with Data Bank of Independent Director DIN is mandatory or Not?
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DIN is not mandatory for
empanelment of any person for Data Bank of Independent Director. If a person
not having DIN he can get empanelled on the basis PAN.
But to get appointment
in any Company DIN is mandatory to obtain by ID.
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8.
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A foreign national
don’t have DIN and PAN. How can he get empanel for the same?
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He can get empanel by
passport no and providing basic contact information, such as email, mobile
No. etc.
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9.
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How to create Login
Id and password on Independent Director’s Databank?
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Log in ID and Password
shall be share by the authority on Mobile No and email ID.
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10.
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Which type of
details required filling in the form?
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·
Personal Details
·
Professional Details
·
Education Details
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11.
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Whether need to
disclose director’s ship in all the Companies?
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Person have to mention
details of companies in which He Is Or Was directors along with following
information:
·
Name of Company
·
Nature of Industry
·
Nature of Directorship
·
Duration of tenure with dates
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12.
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Whether need to
disclose details of designated partners in all the LLP?
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Person have to mention
details of LLP in which he is or was Designated Partner along with following
information:
·
Name of LLP
·
Nature of Industry
·
Duration of tenure with dates
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13.
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Which information of
person shall be displayed on Data Bank?
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In the declaration
section, you also have an option to select the information that you want to
be displayed on the databank.
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14.
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What shall be
subscription plans for the Data Bank?
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There are three
different subscription plans available – 1 Year, 5 Years, and Life time.
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15.
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If a person is
Independent director since years. Need to get enroll himself with Data Bank
or need to pass examination.
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Yes, Existing Independent
Directors also required empanelling themselves for data bank and needing to
pass examination.
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16.
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Whether there is any
limit on no. of attempt of proficiency test?
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There is no limit on the
number of attempts an individual may make for passing the online proficiency
self-assessment test.
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17.
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If Individual fails
to pass the test with in 1 year of addition of his name in data bank. What
shall be consequences?
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In case the above test
is not passed by such individual, his/her name shall stand removed from the
data bank by the Institute.
It
Means after removal they should not continue as Independent Director until
unless they pass the test.
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18.
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If a person fails to
pass proficiency test, can appoint as normal Director?
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They are not
disqualified. They can be appointed as " normal Director "
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19.
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Whether any one is
exempted from the test?
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An individual who has
served, in aggregate, for a period of not less than ten years as a director
and/or a Key Managerial Personnel in a listed public company or in an unlisted
public company having a paid-up share capital of Rs. 10 crore or more as on
the date of inclusion of his name in the data bank shall not be required to
clear the proficiency test.
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20.
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Whether over lapping
period shall be count two periods or one period?
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A period of 10 years as
above, any over lapping period during which an individual has acted both as a
director and/or key managerial personnel (KMP) at the same time in two or
more companies shall be counted only once
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(Author – CS Divesh Goyal, GOYAL DIVESH
& ASSOCIATES Company Secretary in Practice from Delhi and can be contacted
at csdiveshgoyal@gmail.com).
Disclaimer: The entire contents of this
document have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Although care has been
taken to ensure the accuracy, completeness and reliability of the information
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