Whether an independent director may continue to be so appointed for a maximum period of 10 years

Section 149 (10) states that a Independent director shall hold office for a term of upto five consecutive years on the Board of a Company. Such director shall be eligible for reappointment. It is clarified that section 149(10) of the Act provides a term of "upto five consecutive years" for an Independent director. As such while appointment of an independent director for a term of less than five years would be permissible, appointment of any term (five years or less) is to be treated as a one term under Section 149(10) of the Act. Further, under section 149(11) no independent director shall hold office for more than two consecutive terms. Such a person shall have to demit office after two consecutive terms even if the total number of years of his appointment in such two consecutive terms is less than 10 years. In such a case the person completing 'consecutive terms of less than ten years' shall be eligible for appointment only after the expiry of the requisite cooling-off period of three years.

Hie Rohit, - MCA vide its clarification no. 14/2014 dated 9th June, 2014 has clarified that while appointment of an ‘Independent Director’ for a term less than five years would be permissible, appointment for any term (whether for five years or less) is to be treated as one term under section 149(10) for the Act. - Further, under section 149(11) of the Act, no person can hold office of ‘ID’ for more than ‘two consecutive terms’. Such a person shall have to demit office after two consecutive terms even if the total number of years of his appointment in such two consecutive terms is less than 10 years. In such a case the person shall be eligible for appointment as ID only after the expiry of the requisite cooling-off period of three years.

-MCA vide its clarification no. 14/2014 dated 9th June, 2014 has clarified that while appointment of an ‘Independent Director’ for a term less than five years would be permissible, appointment for any term (whether for five years or less) is tobe treated as a one term under section 149(10) for the Act. -As per section 149(11) of the Act, no person can hold office of ‘Independent director’ for more than ‘two consecutive terms’. Such a person shall have to demit office after two consecutive terms even if the total number of years of his appointment in such two consecutive terms is less than 10 years. In such a case the person shall be eligible for appointment as ID only after the expiry of the requisite cooling-off period of three years.

Dear Friend, as far as your query is concerned that Whether an independent director may continue to be so appointed for a maximum period of 10 years, or whether he can continue to be an ID for maximum two terms, even if each such term is less than 5 years. Let me informed that MCA vide its clarification no. 14/2014 dated 9th June, 2014 has clarified that while appointment of an ‘Independent Director’ for a term less than five years would be permissible, appointment for any term (whether for five years or less) is to be treated as a one term under section 149(10) for the Act. Further, under section 149(11) of the Act, no person can hold office of ‘ID’ for more than ‘two consecutive terms’. Such a person shall have to demit office after two consecutive terms even if the total number of years of his appointment in such two consecutive terms is less than 10 years. In such a case the person shall be eligible for appointment as ID only after the expiry of the requisite cooling-off period of three years. Hope answer was helpful to you Regards, Arjun Pratap Singh