Annual Regional Conference of Institute of Company Secretaies of India

1. Independent Director

3. How will CORPORATE life change after
this!!

5. As per Sec 149(6) of CA 2013
A director other than a managing director or whole-time
director or a nominee director, and who
 Is a person of integrity
 Not a promoter of the company & not related to them
 Has no monetary relationship with the company
 None of his relatives is in monetary transactions with the
company;
 Has not held a position of KMP or an Employee
 Does not holds 2% or more of total voting power
… is called an Independent Director

7. Roles of Independent Director
 Impartial judgment
 Strategic advisor to the company
 Watchdog for interest of stakeholders
 Transparent
 Innovative or creative suggestions for better
future prospects of the company
 Tab the company’s good governance policy.

8. Duties
 To Seek appropriate clarification about
the information.
 To Strive to attend all meetings of the
Board of Directors
 not to seek personal gains
 To act in best interest of the company;
To Report concerns about the actual or
suspected fraud
To act within his authority
Not to disclose confidential information

9. Remuneration
 Not be entitled to participate in any stock
option,
 By way of fee ,
 Entitled to reimbursement of expenses
for participation in the Board and other
meetings,

10. Responsibilities
 Should not abuse his position
 Take Balanced decisions
 Follow Ethical Standards
 Safeguard the Interest of the
Shareholders
 Compel Directors to exercise their
skills

11. Direct from the CORPORATE
World…
MD & Chairman of
Biocom Ltd [Biotechnology
Company]
As well as
INDEPENDENT DIRECTOR
in the board of INFOSYS
Mrs. Kiran Mazumdar
Shaw Mr. O P Bhatt
Has served as the
chairman of the
State Bank Group
INDEPENDENT
DIRECTOR in the
Board of TCS.

12. Special Business of AGM

13. Term of Office
5 years (original term) + 5 years  Special
Resolution
 After expiry of the term, the individual is
ineligible for reappointment for about 3
years.
 Tenure to be Non-Rotational.

14. In Case of Default
Double penalty for non-compliance under
Companies Act and Securities and Contract
Regulations Act (SCRA)
 Penalty under CA 2013; INR 50,000 to INR
5,00,000.
 Penalty under SCRA 1956; Imprisonment up to
10 years or fine up to Rupees 25Cr.