Dec 31, 2020

MCA Notification in Relation to Appointment of Independent Directors

MCA has, by its Notification dated December 18, 2020, amended the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Directors Appointment Rules’), which inter alia required that every individual named in the independent directors’ data bank pass an online proficiency self-assessment test within a period of one year from the date of inclusion of their name in the data bank. This timeline has now been increased to two years, and the passing score has been reduced from 60% to 50%. Further, any person who has served in certain capacities for a total of at least three years (instead of the previously mandated 10 years) as on the date of inclusion of their name in the data bank is exempted from the proficiency test. These capacities include, as a director or key managerial person (‘KMP’) in one or more of: (i) listed public companies; (ii) unlisted public companies having a paid-up share capital of ₹ 10 crore (approx. US$ 1.4 million) or more; (iii) a body corporate listed on a recognised stock exchange or in a country which is a member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions; (iv) a body corporate incorporated outside India having a paid-up share capital of US$ 2 million or more; or; (v) statutory corporations set up under an Act of Parliament or any State Legislature carrying on commercial activities.

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