Tenure & Re-appointment of Independent Directors

[CS Shainshad Aduvanni]

Dear Friends,

This is with regard to the Independent Directors' tenure.

If suppose a Company is having Independent Directors who have already completed  5 years term, then whether we need to appoint them in the ensuing AGM for another 5 year term as mentioned in the Nestle India Limited AGM notice which is attached herewith.

What about the Independent Directors' who have not completed 5 year term in the Company.

Please guide.

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CS Shainshad Aduvanni
Company Secretary
Coimbatore

09841414439

[Bhargavi maheshuni]

If we look into the explanatory statement attached to the notice, all the directors have been appointed for a term of five years from this AGM w.e.f. 01.04.2014 to 31.03.2019 irrespective of their previous appointments and completion of five years tenure.

Item No 7 of the Statement is about the director appointed in 2011 whose tenure of 5 years has not been completed, yet he is appointed for a five year term from this AGM.

As per the Explanation given under section 149(10) and (11)  of the Act, tenure of independent director prior to the commencement of this Act, shall not be counted as term.

Therefore it is clear that any appointment/re-appointment of independent director as per the new act is deemed to be appointment itself for a term of five years from now.

Thanks and Regards

CS Bhargavi

9550954272.

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[sachin kumar]

On 29-Apr-2014 9:27 PM, cssach...@gmail.com wrote:
>
> Every appointment would be treated from new act....tenure will start from now whether his tenure completed on 31st march 2013....

[Deepesh Nayak]

Dear friends,

As per companies act ex tenure will be excluded, but as per amended clause of listing agreement the provisions are difference. As per that provisions ex tenure will be considered.

Regards
Deepesh

[CS Shainshad Aduvanni]

Dear Sir/Madam,

So do you mean to say that every Independent Director who has completed 5 year term with the Company has to go for re-appointment as mentioned in above AGM notice and what about the director who has not completed even 2 years.

[sachin kumar]

Every appointment would be treated from new act....tenure will start from now whether his tenure completed on 31st march 2013....

On 29-Apr-2014 3:39 PM, "Bhargavi maheshuni" <csbharg...@gmail.com> wrote:

[Pooja Khurana]

plz tell me why Nestle has re-appointed their Directors as Independent Directors w.e.f 31st March, 2014 and y not from the date of Annual General meeting.

because even if they have taken such date because of the applicability of New Act from 1st April, 2014 , they have not included it in the explanatory statement disclosing it.

just to ensure me , plz anyone in the forum share his/ their views.

[Abhinav Garg]

​Refer Explanation of subsection11, it seems tenure after April 1, 2014 will be counted. and 5 years will be 31 march 2019

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From: csmy...@googlegroups.com <csmy...@googlegroups.com> on behalf of Pooja Khurana <cspooja...@gmail.com>
Sent: 17 May 2014 12:47
To: csmy...@googlegroups.com
Subject: Re: [CSMysore] Tenure & Re-appointment of Independent Directors

 

[VIMAL SHARMA Compliance]

Query is still resolved.what about the director who has not completed even 2 years.?