who is Independent Directors short notes
Section 2(47) of the Act prescribed that “Independent director” means an independent director referr ed to in sub section (5) of section 149 of the Act. In fact reference should have been made to sub section (6) of 149 as it specified the qualifications of independent director with clarity.
Every listed public company shall have at least one-third of the total number of directors as independent directors (fraction is to be rounded off to one). Ce ntral Government has prescribed under Rule 4, public companies with specified limits as on the last date of latest audited financial statements mentioned below shall also have at least 2 directors as independent directors:-
paid up share capital of Rs. 10 crore or more; or
turnover of Rs. 100 crore or more; or
in aggregate, outstanding loans/borrowings/ debentures/ deposits/ exceeding Rs. 50 crore or more.
COMPANIES ACT, 2013
In case a company covered under this rule is required appoint higher number of independents directors due to compos ition of its audit comm itt ee and then they shall appoint such higher number of independent directors.
Further if there is any intermitt ent vacancy of an independent director then it shall be fill ed up by the board of directors within 3 months from the date of such vacancy or not later than imm ediate next board mee ting, wh ichever is later.