Under Section 2(47) Companies Act 2013, an 'Independent Director' is a director other than a managing director or whole-time director or nominee director who satisfies the conditions in:
Answer & Solution
Correct answer: A.
1. Section 2(47) defines 'Independent Director' by cross-reference to Section 149(6).
2. Section 149(6) prescribes the conditions: (a) integrity + relevant expertise and experience; (b) not a promoter or related to promoter; (c) no pecuniary relationship with company/promoter/subsidiary; (d) no relative with pecuniary relationship ≥2% of total income; (e) not a KMP or employee in preceding three years; (f) not a partner or executive of statutory auditor/cost auditor/legal counsel; (g) not holding more than 2% voting power; (h) declares Code-of-Conduct compliance.
3. Listed companies must have at least one-third independent directors (Section 149(4)).
4. Hence option A is correct.
_Source: Companies Act 2013 (Act 18 of 2013), Govt. of India MCA — Companies Act 2013, Sections 2(47) and 149(6)_
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