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¹[6. Compliances required by a person eligible and willing to be appointed as an independent director.

(1) Every individual –

(a) 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 ⁷[thirteen months] from such commencement; or

(b) 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 a 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:

Provided that any individual, including an individual not having DIN, may voluntarily apply to the institute for inclusion of his name in the data bank.

(2) Every individual whose name has been so included in the data bank shall file an application for renewal for a further period of one year or five years or for his life-time, within a period of thirty days from the date of expiry of the period upto which the name of the individual was applied for inclusion in the data bank, failing which, the name of such individual shall stand removed from the data bank of the institute:

Provided that no application for renewal shall be filed by an individual who has paid life-time fees for inclusion of his name in the data bank.

(3) Every independent director shall submit a declaration of compliance of sub-rule (1) and sub-rule (2) to the Board, each time he submits the declaration required under sub-section (7) of section 149 of the Act.

(4) 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 within a period of ⁸[two years from] the date of inclusion of his name in the data bank, failing which, his name shall stand removed from the databank of the institute:

⁹[Provided that an individual shall not be required to pass the online proficiency self-assessment test when he has served for a total period of not less than three years as on the date of inclusion of his name in the data bank,-

(A) as a director or key managerial personnel, as on the date of inclusion of his name in the databank, in one or more of the following, namely:-

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or

(c) body corporate listed on any recognized 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; or

(d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2 million or more; or

(e) statutory corporations set up under an Act of Parliament or any State Legislature carrying on commercial activities; or

¹¹[(B) in the pay scale of Director or equivalent or above in any Ministry or Department, of the Central Government or any State Government, and having experience in handling,—

(i) the matters relating to commerce, corporate affairs, finance, industry or public enterprises; or

(ii) the affairs related to Government companies or statutory corporations set up under an Act of Parliament or any State Act and carrying on commercial activities.]

(C) in the pay scale of Chief General Manager or above in the Securities and Exchange Board or the Reserve Bank of India or the Insurance Regulatory and Exchange Board or the Reserve Bank of India or the Insurance Regulatory and Development Authority of India or the Pension Fund Regulatory and Development Authority and having experience in handling the matters relating to corporate laws or securities laws or economic laws :

Provided further that for the purpose of calculation of the period of three years referred to in the first proviso,any period during which an individual was acting as a director or as a key managerial personnel in two or more companies or bodies corporate or statutory corporations at the same time shall be counted only once.]

Explanation: For the purposes of this rule,-

(a) the expression “institute” means the ‘Indian Institute of Corporate Affairs at Manesar’ notified under sub-section (1) of section 150 of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors;

(b) an individual who has obtained a score of not less than ¹⁰[fifty percent] in aggregate in the online proficiency self-assessment test shall be deemed to have passed such test;

(c) there shall be no limit on the number of attempts an individual may take for passing the online proficiency self-assessment test.]

¹²[Provided also that the following individuals, who are or have been, for at least ten years :—

(A) an advocate of a court; or

(B) in practice as a chartered accountant; or

(D) in practice as a company secretary, shall not be required to pass the online proficiency self-assessment test.]

¹³[(5) Any individual whose name has been removed from the databank under sub-rule (4), may apply for restoration of his name on payment of fees of one thousand rupees and the institute shall allow such restoration subject to the following conditions, namely :-

(i) his name shall be shown in a separate restored category for a period of one year from the date of restoration within which, he shall be required to pass the online proficiency self-assessment test and thereafter his name shall be included in the databank, only, if he passes the said online proficiency self-assessment test and in such case, the fees paid by him at the time of initial registration shall continue to be valid for the period for which the same was initially paid; and

(ii) in case he fails to pass the online proficiency self-assessment test within one year from the date of restoration, his name shall be removed from the data bank and he shall be required to apply afresh under sub-rule (1) for inclusion of his name in the databank.]

Amendment

1. Substituted by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. Amendment shall come into force from 1st December 2019

Original Content

2. Substituted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2020.Dated 28.02.2020 Yet to be notified

in sub-rule (1), in clause (a), for the words;

three months.

the following shall be substituted namely;

five months.

3. Substituted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2020.Dated 28.02.2020 Yet to be notified

in sub-rule (4), for the first proviso

Provided that the individual who has served for a period of not less than ten years as on the date of inclusion of his name in the databank as director or key managerial personnel in a listed public company or in an unlisted public company having a paid-up share capital of rupees ten crore or more shall not be required to pass the online proficiency self-assessment test:

the following shall be substituted namely;

Provided that an individual shall not be required to pass the online proficiency self-assessment test, when he has served as a director or key managerial personnel, for a total period of not less than ten years, as on the date of inclusion of his name in the databank, in one or more of the following, namely:-

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or

4. Substituted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2020.Dated 28.02.2020 Yet to be notified

in sub-rule (4), in the second proviso, for the word

companies

the following shall be substituted namely;

companies or bodies corporate

5. Substituted by the Companies (Appointment and Qualification of Directors) 2nd Amdt Rules 2020. Dated 29.04.2020

in sub-rule (1), clause (a), for the words,

2[five months]

the following shall be substituted namely;

seven months.

6. Substituted by the Companies (Appointment and Qualification of Directors) Third Amendment Rules,2020. Dated 23.06.2020

in sub-rule (1), clause (a), for the words,

⁵[seven months]

the following shall be substituted namely;

ten months.

7. Substituted by the Companies (Appointment and Qualification of Directors) Fourth Amendment Rules,2020. Dated 28.09.2020

in sub-rule (1), clause (a), for the words,

⁶[ten months]

the following shall be substituted namely;

thirteen months.

8. Substituted by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,2020. Dated 18.12.2020

in sub-rule (4) for the words,

one year from

the following shall be substituted namely;

Two years from

9. Substituted by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,2020. Dated 18.12.2020

in sub-rule (4) for the first and second Proviso,

³[Provided that an individual shall not be required to pass the online proficiency self-assessment test, when he has served as a director or key managerial personnel, for a total period of not less than ten years, as on the date of inclusion of his name in the databank, in one or more of the following, namely:-

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or

Provided further that for the purpose of calculation of the period of ten years referred to in the first proviso, any period during which an individual was acting as a director or as a key managerial personnel in two or more 4[companies or bodies corporate] at the same time shall be counted only once.

the following shall be substituted namely;

Provided that an individual shall not be required to pass the online proficiency self-assessment test when he has served for a total period of not less than three years as on the date of inclusion of his name in the data bank,-

(A) as a director or key managerial personnel, as on the date of inclusion of his name in the databank, in one or more of the following, namely:-

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or

(d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2 million or more; or

(e) statutory corporations set up under an Act of Parliament or any State Legislature carrying on commercial activities; or

(B) in the pay scale of Director or above in the Ministry of Corporate Affairs or the Ministry of Finance or Ministry of Commerce and Industry or the Ministry of Heavy Industries and Public Enterprises and having experience in handling the matters relating to corporate laws or securities laws or economic laws; or

10. Substituted by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,2020. Dated 18.12.2020

in the explanation, in item (b) for the words,

sixty percent

the following shall be substituted namely;

fifty percent

11. Substituted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2021. Dated 19.08.2021

in the first proviso, for clause (B)

the following shall be substituted namely;

(B) in the pay scale of Director or equivalent or above in any Ministry or Department, of the Central Government or any State Government, and having experience in handling,—(i) the matters relating to commerce, corporate affairs, finance, industry or public enterprises; or

(ii) the affairs related to Government companies or statutory corporations set up under an Act of Parliament or any State Act and carrying on commercial activities.

12. Inserted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2021. Dated 19.08.2021

13. Inserted by the Companies (Appointment and Qualification of Directors) Second Amendment, Rules, 2022. Dated 10.06.2022