SlideShare a Scribd company logo
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 1
(ON THE LETTER HEAD OF THE COMPANY)
Dated: _______________
{Name of Director}
(Address)
Re: Request for some information to facilitate your appointment as an Independent Director
of ______________________ (The “Company”)
Dear Sir,
You may be kindly aware that the Company is contemplating to appoint you as Independent
Director on the Board of the Company.
Section 149(5) of Companies Act, 2013 prescribes some parameters/criteria to determine
whether a person is eligible to be appointed as Independent Director or not. For ascertain this,
we request you to furnish the following information:
A. List of the Companies in which you are or were a promoter( Current Year & 2
immediate Preceding year);
[Promoter under Section 2 (69) has been defined as under:
Promoter means a person
a. who has been named as such in a prospectus or is identified by the company in the
annual return referred to in section 92; or
b. who has control over the affairs of the company, directly or indirectly whether as a
shareholder, director or otherwise; or
c. In accordance with whose advice, directions or instructions the Board of Directors of
the company is accustomed to act:
Provided that nothing in sub-clauses (b) and (c) shall apply to a person who is acting
in a professional capacity]
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 2
B. Name of your relatives as under (Tentative list):
(a) Name of members of Hindu Undivided Family, if any.
(b) Spouse (i.e. Husband/Daughter)
(c) Father
(d) Mother (including step-mother)
(e) Son (including step-son)
(f) Son's wife
(g) Daughter (including step-daughter)
(h) Father's father
(i) Father's mother
(j) Mother's mother
(k) Mother's father
(l) Son's son
(m)Son's son's wife
(n) Son's daughter
(o) Son's daughter's husband
(p) Daughter's husband
(q) Daughter's son
(r) Daughter's son's wife
(s) Daughter's daughter
(t) Daughter's daughter's husband
(u) Brother (including step-brothers)
(v) Brother's wife
(w) Sister (including step-sister)
(x) Sister's husband.
In case of deceased person in the above list of relatives, please mention the date of
death.
C. Detail of any *pecuniary relationship or transaction between April 1, 2010 to March 31,
2013 i.e. in the Current FY and immediately 2 preceding financial years.
{Pecuniary relationship under Companies Act means:
D. Details of any **pecuniary relationship or transaction by any of your above relatives
between April 1, 2010 to March 31, 2013 i.e. in the Current FY and immediately 2
preceding financial years, in any of the following Companies:
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 3
{Pecuniary Relationship or transaction means as under:
Pecuniary relationship means……………..
Transaction means lower of the following:
1. 2% or more of Gross Turnover, or
2. Total Income, or
3. INR 50,00,000
The trigger amount for the period is mentioned for your convenience
a. The Company
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
b. List of Holding Company of the Company
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
c. List of Subsidiary Companies of the Company
1. Subsidiary Company -1
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 4
2011
(Trigger Amt Rs. _________)
2. Subsidiary Company -2
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
d. List of Associate Companies of the Company
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
e. List of Promoter of the following Companies
1. Promoters List of the Company
2013
(Trigger Amt Rs. ________)
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 5
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
2. Promoters List of the Holding Company
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
3. Promoters List of the Subsidiary Companies
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
4. Promoters List of the Associate Companies
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
f. List of Director of the following Companies
1. Directors List of the Company
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 6
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
2. Directors List of the Holding Company
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
3. Directors List of the Subsidiary Companies
1. Subsidiary Company -1
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
2. Subsidiary Company -2
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 7
4. Directors List of the Associate Companies
1. Associate Company – 1
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
2. Associate Company – 2
2013
(Trigger Amt Rs. ________)
2012
(Trigger Amt Rs. ________)
2011
(Trigger Amt Rs. _________)
E. Please confirm whether you or any of your above relatives are or were a key managerial
personnel or an employee between April 1, 2010 to March 31, 2013 (Please consider
immediately three preceding financial year before the Year of appointment) in the
Company, Holding Company, Subsidiary Companies and Associate Companies as below:
1. The Company
2013
2012
2011
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 8
2. List of Holding Company of the Company
2013
2012
2011
3. List of Subsidiary Companies of the Company
1. Subsidiary Company -1
2013
2012
2011
2. Subsidiary Company -2
2013
2012
2011
4. List of Associate Companies of the Company
1. Associate Company -1
2013
2012
2011
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 9
2. Associate Company -2
2013
2012
2011
{Key managerial personnel means
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the company secretary;
(iii) the Chief Financial Officer
(iv) the whole time director
F. Please mention the list of the firm of auditors or company secretaries in practice or cost
auditors in which you or any of your relative is or was an employee or proprietor or a
partner, in any of the three financial years immediately preceding the financial year.
a. List of Audit firms of the Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of Audit firms of Holding Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of Audit firms of Subs. Co (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 10
List of Audit firms of the Associate Co (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
b. List of firm of Com. Sec. of the Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of firms of Comp. Sec. Holding Co (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of Comp. Sec. of Subs. Co (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of Comp. Sec. of Associate. Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 11
2011
c. List of firm of Cost Auditors of the Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of firm of Cost Auditors of H. Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of firm of Cost Auditors of Subs Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
List of firm of Cost Auditors of Asso. Co. (Self/relative) (Employee/Partner/Prop)
2013
2012
2011
G. List of the name of the legal or a consulting firm in which you or any of your relatives is
or was an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which proposed to be appointed.
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 12
{Legal or Consulting Firms means a firm that has or had any transaction amounting
to 10 % or more of the gross turnover of such firm with the following Companies}
i. List of firms of the Co (Self/relative) (Employee/Partner/Prop)
2013
(Trigger Amt: Rs______)
2012
(Trigger Amt: Rs______)
2011
(Trigger Amt: Rs______)
ii. List of firms of Holding Co (Self/relative) (Employee/Partner/Prop)
2013
(Trigger Amt: Rs______)
2012
(Trigger Amt: Rs______)
2011
(Trigger Amt: Rs______)
iii. List of firms of Subs. Co (Self/relative) (Employee/Partner/Prop)
2013
(Trigger Amt: Rs______)
2012
(Trigger Amt: Rs______)
2011
(Trigger Amt: Rs______)
iv. List of firms of the Associate Co (Self/relative) (Employee/Partner/Prop)
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 13
2013
(Trigger Amt: Rs______)
2012
(Trigger Amt: Rs______)
2011
(Trigger Amt: Rs______)
H. Holding 2% or more of voting power in the company by you or any of your above
relatives either individually or jointly.
(2% voting power means holding of _______ shares in the Company)
Self:__________ (Applicable/Not Applicable)
Relative:____________ (Applicable/Not Applicable)
Self & Relative Jointly _______________(Applicable/Not applicable)
I. Please confirm whether you or any of your above relative is a CEO or Director of an Non
Profit Organization as under:
{Non Profit Organization (NPO) means organization who received 25 % or more of
its total receipts from the Company, its promoters, Directors or its
holding/subsidiary/associate Companies during the last financial year or it holds 2%
or more of the total voting power of the Company}
(2% voting power means holding of _______ shares in the Company)
Name of the NPO Self/Relative CEO/Director Total Receipts of NPO (Rs.)
I.
II.
III.
Kindly appreciate that for appointment of a person as an Independent Director, he has to
furnish the declaration at the first meeting of the Board of Directors after the appointment as
an Independent Director.
By: Tarun Singhvi (tarunsinghvi@gmail.com)
+91 99500 14020
Page 14
The draft declaration is annexed as Annexure – A and the above said information is required to
facilitate you in giving the said declaration.
Notes:
1. If in your opinion, the information sought for in any of the above clauses is Nil, you
are requested to mention Not Applicable.
2. It shall be our pleasure to facilitate you, in case of any doubt in any of the above
parameters (to get through any doubt to fill up any detail here above asked) .

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ICSI letter to director for some details

  • 1. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 1 (ON THE LETTER HEAD OF THE COMPANY) Dated: _______________ {Name of Director} (Address) Re: Request for some information to facilitate your appointment as an Independent Director of ______________________ (The “Company”) Dear Sir, You may be kindly aware that the Company is contemplating to appoint you as Independent Director on the Board of the Company. Section 149(5) of Companies Act, 2013 prescribes some parameters/criteria to determine whether a person is eligible to be appointed as Independent Director or not. For ascertain this, we request you to furnish the following information: A. List of the Companies in which you are or were a promoter( Current Year & 2 immediate Preceding year); [Promoter under Section 2 (69) has been defined as under: Promoter means a person a. who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or b. who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or c. In accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clauses (b) and (c) shall apply to a person who is acting in a professional capacity]
  • 2. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 2 B. Name of your relatives as under (Tentative list): (a) Name of members of Hindu Undivided Family, if any. (b) Spouse (i.e. Husband/Daughter) (c) Father (d) Mother (including step-mother) (e) Son (including step-son) (f) Son's wife (g) Daughter (including step-daughter) (h) Father's father (i) Father's mother (j) Mother's mother (k) Mother's father (l) Son's son (m)Son's son's wife (n) Son's daughter (o) Son's daughter's husband (p) Daughter's husband (q) Daughter's son (r) Daughter's son's wife (s) Daughter's daughter (t) Daughter's daughter's husband (u) Brother (including step-brothers) (v) Brother's wife (w) Sister (including step-sister) (x) Sister's husband. In case of deceased person in the above list of relatives, please mention the date of death. C. Detail of any *pecuniary relationship or transaction between April 1, 2010 to March 31, 2013 i.e. in the Current FY and immediately 2 preceding financial years. {Pecuniary relationship under Companies Act means: D. Details of any **pecuniary relationship or transaction by any of your above relatives between April 1, 2010 to March 31, 2013 i.e. in the Current FY and immediately 2 preceding financial years, in any of the following Companies:
  • 3. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 3 {Pecuniary Relationship or transaction means as under: Pecuniary relationship means…………….. Transaction means lower of the following: 1. 2% or more of Gross Turnover, or 2. Total Income, or 3. INR 50,00,000 The trigger amount for the period is mentioned for your convenience a. The Company 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) b. List of Holding Company of the Company 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) c. List of Subsidiary Companies of the Company 1. Subsidiary Company -1 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________)
  • 4. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 4 2011 (Trigger Amt Rs. _________) 2. Subsidiary Company -2 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) d. List of Associate Companies of the Company 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) e. List of Promoter of the following Companies 1. Promoters List of the Company 2013 (Trigger Amt Rs. ________)
  • 5. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 5 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 2. Promoters List of the Holding Company 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 3. Promoters List of the Subsidiary Companies 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 4. Promoters List of the Associate Companies 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) f. List of Director of the following Companies 1. Directors List of the Company
  • 6. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 6 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 2. Directors List of the Holding Company 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 3. Directors List of the Subsidiary Companies 1. Subsidiary Company -1 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 2. Subsidiary Company -2 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________)
  • 7. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 7 4. Directors List of the Associate Companies 1. Associate Company – 1 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) 2. Associate Company – 2 2013 (Trigger Amt Rs. ________) 2012 (Trigger Amt Rs. ________) 2011 (Trigger Amt Rs. _________) E. Please confirm whether you or any of your above relatives are or were a key managerial personnel or an employee between April 1, 2010 to March 31, 2013 (Please consider immediately three preceding financial year before the Year of appointment) in the Company, Holding Company, Subsidiary Companies and Associate Companies as below: 1. The Company 2013 2012 2011
  • 8. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 8 2. List of Holding Company of the Company 2013 2012 2011 3. List of Subsidiary Companies of the Company 1. Subsidiary Company -1 2013 2012 2011 2. Subsidiary Company -2 2013 2012 2011 4. List of Associate Companies of the Company 1. Associate Company -1 2013 2012 2011
  • 9. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 9 2. Associate Company -2 2013 2012 2011 {Key managerial personnel means (i) the Chief Executive Officer or the managing director or the manager; (ii) the company secretary; (iii) the Chief Financial Officer (iv) the whole time director F. Please mention the list of the firm of auditors or company secretaries in practice or cost auditors in which you or any of your relative is or was an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year. a. List of Audit firms of the Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of Audit firms of Holding Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of Audit firms of Subs. Co (Self/relative) (Employee/Partner/Prop) 2013 2012 2011
  • 10. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 10 List of Audit firms of the Associate Co (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 b. List of firm of Com. Sec. of the Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of firms of Comp. Sec. Holding Co (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of Comp. Sec. of Subs. Co (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of Comp. Sec. of Associate. Co. (Self/relative) (Employee/Partner/Prop) 2013 2012
  • 11. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 11 2011 c. List of firm of Cost Auditors of the Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of firm of Cost Auditors of H. Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of firm of Cost Auditors of Subs Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 List of firm of Cost Auditors of Asso. Co. (Self/relative) (Employee/Partner/Prop) 2013 2012 2011 G. List of the name of the legal or a consulting firm in which you or any of your relatives is or was an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which proposed to be appointed.
  • 12. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 12 {Legal or Consulting Firms means a firm that has or had any transaction amounting to 10 % or more of the gross turnover of such firm with the following Companies} i. List of firms of the Co (Self/relative) (Employee/Partner/Prop) 2013 (Trigger Amt: Rs______) 2012 (Trigger Amt: Rs______) 2011 (Trigger Amt: Rs______) ii. List of firms of Holding Co (Self/relative) (Employee/Partner/Prop) 2013 (Trigger Amt: Rs______) 2012 (Trigger Amt: Rs______) 2011 (Trigger Amt: Rs______) iii. List of firms of Subs. Co (Self/relative) (Employee/Partner/Prop) 2013 (Trigger Amt: Rs______) 2012 (Trigger Amt: Rs______) 2011 (Trigger Amt: Rs______) iv. List of firms of the Associate Co (Self/relative) (Employee/Partner/Prop)
  • 13. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 13 2013 (Trigger Amt: Rs______) 2012 (Trigger Amt: Rs______) 2011 (Trigger Amt: Rs______) H. Holding 2% or more of voting power in the company by you or any of your above relatives either individually or jointly. (2% voting power means holding of _______ shares in the Company) Self:__________ (Applicable/Not Applicable) Relative:____________ (Applicable/Not Applicable) Self & Relative Jointly _______________(Applicable/Not applicable) I. Please confirm whether you or any of your above relative is a CEO or Director of an Non Profit Organization as under: {Non Profit Organization (NPO) means organization who received 25 % or more of its total receipts from the Company, its promoters, Directors or its holding/subsidiary/associate Companies during the last financial year or it holds 2% or more of the total voting power of the Company} (2% voting power means holding of _______ shares in the Company) Name of the NPO Self/Relative CEO/Director Total Receipts of NPO (Rs.) I. II. III. Kindly appreciate that for appointment of a person as an Independent Director, he has to furnish the declaration at the first meeting of the Board of Directors after the appointment as an Independent Director.
  • 14. By: Tarun Singhvi (tarunsinghvi@gmail.com) +91 99500 14020 Page 14 The draft declaration is annexed as Annexure – A and the above said information is required to facilitate you in giving the said declaration. Notes: 1. If in your opinion, the information sought for in any of the above clauses is Nil, you are requested to mention Not Applicable. 2. It shall be our pleasure to facilitate you, in case of any doubt in any of the above parameters (to get through any doubt to fill up any detail here above asked) .