FAQ’S - Independent Directors - Series - 530

FAQ’S - Independent Directors

 This Hand Book provides an overview of “The Independent Directors-Dawn of a New Era vis-à-vis Opportunities for Professionals”

	QUICK BITES
1.	Whether Practicing Company Secretary gets appointment as Independent Director?
	Independent Director is Non-executive Director and a Practicing Company Secretary can be appointing as Independent Director.
2.	Whether Company Secretary in employment gets appointment as Independent Director in another Company?
	Independent Director is Non-executive Director of the Company. A employee company Secretary even can appoint as ID in any other Company.
3.	Whether Company Secretary in employment gets appointment as Independent Director in Same Company?
	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.
4.	What is the Minimum and Maximum age to get appointment as Independent Director?
	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.
5.	Whether a Company can pay registration fees for Data bank on behalf of ID?
	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.
6.	Whether ID is liable for non-compliance under Companies Act?
	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.
7.	To get empanelled with Data Bank of Independent Director DIN is mandatory or Not?
	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.
8.	A foreign national don’t have DIN and PAN. How can he get empanel for the same?
	He can get empanel by passport no and providing basic contact information, such as email, mobile No. etc.
9.	How to create Login Id and password on Independent Director’s Databank?
	Log in ID and Password shall be share by the authority on Mobile No and email ID.
10.	Which type of details required filling in the form?
	·        Personal Details ·        Professional Details ·        Education Details
11.	Whether need to disclose director’s ship in all the Companies?
	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
12.	Whether need to disclose details of designated partners in all the LLP?
	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
13.	Which information of person shall be displayed on Data Bank?
	In the declaration section, you also have an option to select the information that you want to be displayed on the databank.
14.	What shall be subscription plans for the Data Bank?
	There are three different subscription plans available – 1 Year, 5 Years, and Life time.
15.	If a person is Independent director since years. Need to get enroll himself with Data Bank or need to pass examination.
	Yes, Existing Independent Directors also required empanelling themselves for data bank and needing to pass examination.
16.	Whether there is any limit on no. of attempt of proficiency test?
	There is no limit on the number of attempts an individual may make for passing the online proficiency self-assessment test.
17.	If Individual fails to pass the test with in 1 year of addition of his name in data bank. What shall be consequences?
	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.
18.	If a person fails to pass proficiency test, can appoint as normal Director?
	They are not disqualified. They can be appointed as " normal Director "
19.	Whether any one is exempted from the test?
	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.
20.	Whether over lapping period shall be count two periods or one period?
	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 provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION