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Friday 3 April 2015

FORMAT OF INDEPENDENT DIRECTOR DECLARATION UNDER CA, 2013 AND LISTING AGREEMENT


FORMAT OF INDEPENDENT DIRECTORS DECLARATION

By 

CS D HEM SENTHIL RAJ AND CS K VINOTH 



DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR UNDER SECTION 149 (7) AND SCHEDULE IV OF THE COMPANIES ACT, 2013


                                                                                                                            Date:
To
The Board of Directors,
Company Name,
Registered Office Address.

I, Shri……….., Non-Executive Independent Director of the ………………Limited, be and hereby declare under Section 149 (6) of the Companies Act, 2013 that :

(a)    I am the person of integrity and posses’ relevant expertise and experience under the opinion of the Board.

(b)   I am not the promoter of the Company or its holding, subsidiary or associate company.

(c)    I am not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

(d)   I do not have nor had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(e)    None of my relatives has or had pecuniary relationship or transaction(s) with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such other higher amount as prescribed/may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year.

(f)    Neither me nor my relatives:

                                i.            holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year.

                              ii.            is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of:

a.    a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
    
b.   any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm.

                            iii.            holds together with my relatives two percent or more of the total voting  power of the company; or
 
                            iv.            is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company;

(g)    I possess appropriate skills, experience and knowledge in one or more fields as mentioned in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.


Thanking You,
Yours Faithfully,



Name of the Director
DIN:




DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR UNDER SECTION 149 (7), SCHEDULE IV OF THE COMPANIES ACT, 2013 AND CLAUSE 49 OF LISITNG AGREEMENT


                                                                                                                            Date:
To
The Board of Directors,
Company Name,
Registered Office Address.

I, Shri……….., Non-Executive Independent Director of the ………………Limited, be and hereby declare under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement that :

(a)    I am the person of integrity and posses’ relevant expertise and experience under the opinion of the Board.

(b)   I am not the promoter of the Company or its holding, subsidiary or associate company.

(c)    I am not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

(d)   I do not have nor had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(e)    None of my relatives has or had pecuniary relationship or transaction(s) with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such other higher amount as prescribed/may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year.

(f)    Neither me nor my relatives:

                                i.            holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year.

                              ii.            is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of:

a.       a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b.      any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm.

                            iii.            holds together with my relatives two percent or more of the total voting  power of the company; or

                            iv.            is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company;

(g) I possess appropriate skills, experience and knowledge in one or more fields as mentioned in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.

(h)I am not a material supplier, service provider or customer or a lessor or lessee of the company, which affects the Independence of Directors.

(i)  I am not less than 21 years of age.


Thanking You,
Yours Faithfully,



Name of the Director

DIN: 

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