Resignation of Independent Director

[K. Sankara Subramanian]

Dear Friends

Rule 4 of Chapter XI - Second Proviso states that, "... any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later."

However Schedule IV Point VI states that, "... An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be."

Which provision has to be followed?

[BINDU MADHAVA]

I think we can interpret in the following manner

If the company is having sufficient number of independent directors even after resignation of independent director can fill the vacancy immediately with non-independent director.

However, the same position needs to be filled with independent director within 180 days from the date of resignation of independent director

regards
Bindu Madhava K G

--
--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
---
You received this message because you are subscribed to the Google Groups "CSMysore" group.
To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.
For more options, visit https://groups.google.com/d/optout.

[K. Sankara Subramanian]

Dear Sir

Another view put forth by my friend was:

i) In case of Resignation or Removal of Independent Director - Vacancy has to be filled within 180 days from the date of resignation of such Independent Director

ii) In case of intermittent vacancy [i.e. vacancy caused otherwise than resignation/ removal like death, insolvency or conviction etc.,] - Vacancy has to be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later.

[BINDU MADHAVA]

Sebi circular on amendments to clause 49 gives the clarity, eventhough the same is applicable only for listed companies

regards
Bindu Madhava K G