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Company “A” Limited has appointed as an additional director to fulfill the requirement of number of Independent Directors as required under the Companies Act, 2013 and listing agreement with Stock Exchanges. The appointment of said additional director would be approved as an Independent Director in the next Annual General Meeting of the Company as required under section 150(2) of the Companies Act, 2013. In this connection the following queries are to be considered :- i) What will be the category of additional director for the intervening period i.e. from the date of appointment as an additional director till the next Annual General Meeting whether he will be independent or professional; ii) Whether the Board has power to appoint independent director and accordingly whether we can categorize such additional director as independent director in the Form DIR12 to be filed on appointment of directors; iii) If such additional director is to be treated as an independent director from the date of which he was appointed as an additional director then whether the intervening period from the date of appointment as an additional director till the next general meeting of the Company would be counted for the purpose of two terms of upto five consecutive years each as mentioned in Section 149(10) of the Companies Act, 2013.

Independent Director

Posted By: Amish 9 year(s) ago

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    Globus

Please take note of the following: 1. According to section 161(1) any additional director appointed by the board shall hold office till the ensuing AGM. Now if a person is appointed as additional independent director then his term as an independent director will be only till the AGM. 2. As per section 149(10), independent director shall hold office UPTO 5 years and eligible for RE-APPOINTMENT on passing a SR by the Company and disclosure of such appointment in the board's report is required.

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    Nikita

(i) The category of additional director from the date of appointment till the next AGM, he will be the independent director. Please note that as per Section 149(6), an independent director in relation to Company means a director other than MD or Whole Time Director or Nominee Director and the category of additional director does not fall in any of the same, (ii) The Board has the power to appoint Additional Independent Director and in Form DIR 12, the category as independent director can be stated however he will be regularised in the upcoming general meeting, (iii) From the date the director is appointed as additional independent director, the period commences from that date only for the purpose of Sec 149(10).

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    Akansha

please take note that in our view, the said director will be treated as independent director in capacity of additional director

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