Ministry of Corporate Affairs vide its notification dated 05th July, 2017 brought out the following amendments in Schedule IV to amend the existing Code for Independent Directors:
1. In paragraph III, in sub-para (12), for the words "acting within his authority", the words "act within their authority" shall be substituted subsequently it must be read as:-
“The independent directors shall act within their authority, assist in protecting the legitimate interests of the company, shareholders and its employees.”
2. In paragraph VI, sub-para (2), for the words "a period of not more than one hundred and eighty days", the words "three months" shall be substituted subsequently it must be read as:-
“An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within three monthsfrom the date of such resignation or removal, as the case may be.”
3. In paragraph VII, in sub-para (1), for the words "in a year", the words "in a financial year" shall be substituted and subsequently it must be read as:-
“The independent directors of the company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management”
4. After paragraph VIII, the following note shall be inserted, namely:-
“Note: The provisions of sub-paragraph (2) and (7) of paragraph II' paragraph IV, paragraph V' clauses (a) and (b) of sub-paragraph (3) of paragraph VII and paragraph VIII shall not apply in the case of a Government company as defined under clause(45) of section 2 of the Companies Act,2013 (18 of 2013), if the requirements in respect of matters specified in these paragraphs are specified by the concerned Ministries or Departments of the Central Government or as the case may be' the State Governments and such requirements are complied with by the Government companies."
The amendment rules are provided at MCA website at the link :
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