DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

 

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

(Pursuant to Section 149 (7) of Companies Act, 2013) 

To,

The Board of Directors,

___________________

 I, _______, son of ______________, resident of ______________________ hereby confirm that I meet the criteria for holding office as Independent Director of ______________(‘Company’), as specified in Section 149(6) of the Companies Act, 2013 and further declare and confirm that:  

 1.    My Director Identification Number (DIN) is __________and the said DIN is active.

2.    I am neither a Promoter nor was a Promoter of the Company or its Holding, Subsidiary or Associate Company or member of the promoter group of the Company.

3.    I am not related to promoters or directors in the Company, its holding, subsidiary or associate company; 

4.    I have / had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten percent of my total income or such amount as may be prescribed, 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.

5.    None of my relatives, as defined in Section 2(77) of the Companies Act, 2013-

(A)    is holding securities of or interest in the Company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the Company, its holding, subsidiary or associate company, respectively or such higher sum as may be specified;

(B)      is indebted to the Company, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the two immediately preceding financial years or during the current financial year;

(C)    has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the two immediately preceding financial years or during the current financial year; or

(D)    has any other pecuniary transaction or relationship with the Company, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (A), (B) or (C):

Provided that the pecuniary relationship or transaction, if any with the Company, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above will not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower, during my tenure as an Independent Director. 

6.    Neither myself nor any of my relatives-

(i)    hold or has held the position of a Key Managerial Personnel or is or has been an employee of the company or its Holding, Subsidiary or Associate Company or any company belonging to the promoter group of the Company, in any of the three financial years immediately preceding the financial year  ________; or

(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 10% or more of the gross turnover of such firm; or

(iii)    hold(s) individually or together with my relatives 2% 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 25% or more of its receipts or corpus 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.

7.    Pursuant to the Rule 6 of the Companies (Appointment and Qualification of Directors), 2014, I am registered with the Independent Directors’ Data Bank vide registration number _________________ and is valid till _______________.

8.      I am not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact my ability to discharge my duties with an objective independent judgment and without any external influence.

            I further confirm that I satisfy all the requirements and don’t fall under any disqualifications of Independent Directors as prescribed under Section 149(6) of the Companies Act, 2013 and that there are no circumstances or situation which exist or may be reasonably anticipated that could impair my ability to discharge my duties as Independent Director of the Company with an objective independent judgment and without any external influence. I am fully aware and agree that the Board of Directors of the Company shall rely on my affirmation to compile the statement on declaration to be given by independent directors under sub-section (6) of section 149 which will form part of the Board’s report.

 

 

                                                                                                                                       

	___________
Place:	DIN: _________
Date:

 

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