Independent directors to pass online proficiency self-assessment test . MCA issues notifications on creation of data bank
Section 150 of the Companies Act, 2013 (the Act) provides for manner of selection of the independent directors and their data bank.
The MCA has issued several notifications to give effect to the above provisions :
(1) the Companies (Creation and Maintenance of data bank of Independent Directors) Rules, 2019.
Indian Institute of Corporate Affairs (the Institute) shall create and maintain a databank of persons willing and eligible to be appointed as independent directors, and such databank shall be an online databank which shall be placed on the website of the institute.
A person whose name is included in the data bank, may restrict his personal information to the institute, to be disclosed in the data bank.
The information available in the data bank shall be provided only to companies required lo appoint independent director after paying a reasonable fees to the institute.
There shall be a panel of not more than ten members nominated by the Central Government, for the purpose of approving the outline of the courses and study material prepared by the institute.
(2) Indian Institute of Corporate Affairs, Manesar has been notified to create and maintain the said data bank of name, address and qualifications of eligible and willing persons.
(3) the Companies (Accounts) Amendment Rules, 2019
The Board’s report shall include a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year
(4) the Companies (Creation and Maintenance of databank of Independent Directors) Rules
(5) the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019
Compliances required by a person eligible and willing to be appointed as an independent director:
(a) Every individual-
(i) who has been appointed as an independent director in a company, on the date of commencement of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, shall within a period of three months from such commencement; or
(ii) who intends to get appointed as an independent director in a company after such commencement, shall before such appointment
apply online to the institute for inclusion of his name in the data bank for period of one year or five years or for his life-time, and from time to time. take steps as specified in sub-rule (2), till he continues to hold the office of an independent director in any company
(b) Any individual, including an individual not having DIN, may voluntarily apply to the institute for inclusion of his name in the data bank.
(c) Every independent director shall submit a declaration of compliance of rules to the Board, each time he/she submits the declaration required under sub-section (7) of section 149 of the Act.
(d) Every individual whose name is so included in the data bank under sub-rule (1) shall pass an online proficiency self-assessment test conducted by the institute.
(e) An individual who has obtained a score of not less than sixty in aggregate in the online proficiency self-assessment test shall be deemed to have passed such test. However, there shall be no limit on the number of attempts an individual may take for passing the online proficiency self-assessment test.
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