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Can an Independent Director of a Company be appointed as Independent Director of its holding, subsidiary or associate company?

Can an Independent Director of a Company be appointed as Independent Director of its holding, subsidiary or associate company?

Yes, as per clause 49 III. (i) of the listing agreement. An Independent Director of a Company can be appointed as Independent Director of its Associate/sister concern. Also, as per clause 49 III. (i) of the listing agreement,  at least one independent director on the Board of Directors of the holding company shall be a director on the Board of Directors of a material non  listed Indian  subsidiary company.

Company to have Board of Directors

(1) Every company shall have a Board of Directors consisting of individuals as directors and shall have—

(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company

(b) a maximum of fifteen directors:

Provided that a company may appoint more than fifteen directors after passing a special resolution:

Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director.

(2) Every company existing on or before the date of commencement of this Act shall within one year from such commencement comply with the requirements of the provisions of sub-section (1).

(3) Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.

(4) Every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies.


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