The Ministry of Corporate Affairs (MCA) which regulates the functioning of Corporate Sector in India has recently started the registration process for individuals who wish to continue or seek to become Independent Directors (IDs) in Companies.
Brief Background: In October, 2019 MCA had made certain changes governing appointment and qualification of Directors as follows:
apply to IICA for inclusion of his/her name in the databank of the Ministry and also to pass an online self assessment test.
“IICA” stands for Indian Institute of Corporate Affairs at ‘Manesar’ (Haryana).
The role of Independent Directors is very crucial for effective Corporate Governance contributing to transparent board decisions and thus with a view to enhance governance as well as apprising the IDs of their roles and responsibilities the ministry has come with this unique concept of conducting exams so that qualified individuals shall serve the board and get a chance of fair play.
The Ministry has set December 01, 2019 as the effective date of notification. Hence adhering to its amended rules the registration process for Independent Directors has also been started w.e.f December 02, 2019.
Now We shall discuss about the Modus-Operandi of the IICA norms applicable for Individuals and Companies.
WE SHALL UNDERSTAND THE SAME WITH THE HELP OF FOLLOWING FAQ(S):
1) Who has to Apply..?
Ans- Every Individual already acting or aspiring to become the Independent Director on the board of a Company.
2) Where to Apply…?
Ans- They have to apply at MCA website mca.gov.in in ID Data bank Services under MCA Services tab. The applicant has to first create a user account on website and then has to fill his/her DIN/PAN/Passport number (as may be applicable) and thereafter he/she will be automatically redirected to IICA website for further processing.
3) Whether having DIN is mandatory for individuals Registration..?
4) What is the Fee for Individual Registration…?
Ans Individuals can apply by paying a fee of INR 5000 (+ GST) for one year and fee for five years & Lifetime is yet to be notified.
5) How can a Company Register with IICA to access name of proposed ID(s)..?
Ans A company may also register by following the similar process but by using CIN (Corporate Identification Number).
6) What is Time Period for Enrollment..?
Ans Existing Independent Directors should register within 3 months from December 01, 2019 i.e up to Feb 29, 2020 and New Independent Directors may register before appointment anytime.
7) Time Period for Passing the test..?
Ans The individuals are required to pass the online test within 1 year from the date of enrollment in databank failing which his/her name shall be removed from data bank.
8) Is there any Exemption from Test…?
Ans Yes individuals who had already served as a Director or KMP(Key Managerial Personnel) for atleast 10 years in a listed Public Company or an Unlisted Public Company having a Paid up share Capital of Rs 10 Crores or more are exempted from taking the test.
Provided that any period during which an individual was acting as a director or as a key managerial personnel in two or more companies at the same time shall be counted only once.
9) What is the Pass percentage to clear the test..?
Ans The individuals are required to score atleast 60 % marks in the online test.
10) How many times can an individual take the Test?
Ans There is no limit on number of attempts an individual may take for passing this online test.
11) When will the Test will be Conducted after enrollment in Databank..?
Ans The test will begin w.e.f March 01, 2020 however presently the mock test is available which can be taken by individuals as a Practice Test before the actual test.
12) Whether IICA or Government of India is Responsible for Accuracy of Credentials submitted by the applicant.?
Ans The Government is not responsible however the Companies are required to carry out their own due diligence before appointment of any person from the data bank.
13) When can Companies start search for Prospective Independent Directors..?
Ans The Companies can use search facility from March 01, 2020.
14) Who can avail information in the Databank…?
Ans The Data bank can be accessed only by the Companies required to appoint IDs after paying the fees.
15) Which Subject Areas would be Covered in Test..?
Ans The test will broadly be based on relevant topics on functioning of an individuals acting as independent directors and Competence in Companies Law, Securities Law, Basic Accountancy and Corporate Governance. The real picture will come out only when the first such test will be conducted. However candidates may get in touch with IICA for the same.
16) Can Exempted Individual take the test Voluntary..?
Ans Yes they can take the test for self assessment.
A start of the progressive step towards better Corporate Governance Practices has begun. The idea behind the approach seems that the regulators wants the Independent Directors to become more diligent and cautious about their roles and responsibilities so that Corporate Governance can be enhanced. However the concept is in nascent stage in india and we will have to see how will it practically lead the desired results.
The Author CS Himanshu Goyal may be contacted at email@example.com or 9643451968
Disclaimer: Absolute Care is taken to Prepare this article however inadvertently if any errors occurs then the Author shall not be held responsible for any such cause. The Content published is only for educational purpose and shall not be construed as rendering of any Professional Advice in any manner whatsoever. The Readers must exercise their own Judgement and refer the original source before any implementation. Further the content is an original work of the author and may be used only after written permission.