- who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
- who is or was not a promoter of the company or its holding, subsidiary or associate company;
- who is not related to promoters or directors in the company, its holding, subsidiary or associate company;
- who has or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of his 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;
None of his relatives: –
- is holding any security of or interest in Company or /holding /subsidiary /associate company (Provided: Relatives may hold up to face value not exceeding Rs 50 Lakhs or 2% of paid up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;)
- is indebted, given guarantee or provided any security in connection with the indebtedness of any third person to the company/holding /subsidiary /associate
2 immediately preceding financial years or during the current financial year
- has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent. or more of its gross turnover or total income singly or in combination with above transactions.
Neither the Director nor his Relative:
- Holds/held position of KMP/employee of the company, holding, associate – for preceding 3 financial years from proposed appointment.
(exception: a relative who is an employee)
- is or has been an employee or proprietor or a partner in for preceding 3 Financial years in which he is proposed to be appointed of: –
i. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
ii. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;
- holds together with his relatives two per cent. or more of the total voting power of the company; or
- CEO or Director of any Non-profit organisation receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or
- who possesses such other qualification as may be prescribed.
Note : the sub points are almost similar to Companies Act , 2013
Additional point:
Neither the Director nor his Relative:
· is a material supplier, service provider or customer or a lessor or lessee of the listed entity;