Regulation 25 of LODR
(1) Subject to the provisions contained in sub-section (5) of section 149, an may be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any body, institute or association, as may by notified by the Central Government, having expertise in creation and maintenance of such data bank and put on their website for the use by the company making the appointment of such directors:
Provided that responsibility of exercising due diligence before selecting a person from the data bank referred to above, as an independent director shall lie with the company making such appointment.
(2) The appointment of independent director shall be approved by the company in general meeting as provided in sub-section (2) of section 152 and the explanatory statement annexed to the notice of the general meeting called to consider the said appointment shall indicate the justification for choosing the appointee for appointment as independent director.
(4) The Central Government may prescribe the manner and procedure of selection of independent directors who fulfil the qualifications and requirements specified under section 149.
(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)
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11.1.6-Companies (Appointment and Qualification of Directors) Rules,2014
6.Creation and maintenance of data bank of persons offering to become independent directors,—
(1) Any body, institute or association (hereinafter to be referred as “the agency”), which has been authorised in this behalf by the Central Government shall create and maintain a data bank of persons willing and eligible to be appointed as independent director and such data bank shall be placed on the website of the Ministry of Corporate Affairs or on any other website as may be approved or notified by the Central Government.
(2) The data bank referred to in sub-rule (1) shall contain the following details in respect of each person included in the data bank to be eligible and willing to be appointed as independent director—
- DIN (Director Identification Number);
- the name and surname in full;
- the father’s name
- the date of Birth;
- the nationality;
- the occupation;
- full Address with PIN Code (present and permanent);
- phone number;
- e-mail id;
- the educational and professional qualifications;
- experience or expertise, if any;
- any legal proceedings initiated or pending against such person;
- the list of limited liability partnerships in which he is or was a designated partner along with—
(i)the name of the limited liability partnership;
(ii)the nature of industry; and
(iii)the duration- with dates;
- the list of companies in which he is or was director along with —
the name of the company;
(i) the name of the company;
(ii) the nature of industry;
(iii) the nature of directorship – Executive or Non-executive or Managing Director or Independent Director or Nominee Director; and
(iv) duration – with dates.
(3) A disclaimer shall be conspicuously displayed on the website hosting the databank that a company must carry out its own due diligence before appointment of any person as an independent director and “the agency” maintaining the databank or the Central Government shall not be held responsible for the accuracy of information or lack of suitability of the person whose particulars form part of the databank.
(5) The agency may charge a reasonable fee from the applicant for inclusion of his name in the data bank of independent directors.
(6) Any person who has applied for inclusion of his name in the data bank of independent directors or any person whose name appears in the data bank, shall intimate to the agency about any changes in his particulars within fifteen days of such change.
(7) The databank posted on the website shall –
(a) be accessible at the specified website;
(b) be substantially identical to the physical version of the data bank;
(c) be searchable on the parameters specified in sub-rule (2);
(d) be presented in a format or formats convenient for both printing and viewing online; and
(e) contain a link to obtain the software required to view or print the particulars free of charge.
Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 [GSR 671 (E)] dated 18/09/2014
Enforcement Notification S.O. 902(E) dated 26/03/2014
Exemptions to Section 8 Companies [Amendment to GSR 466(E)] dated 13/06/2017