Preferential Life Insurance Ltd. was incorporated to conduct the insurance business. The Certificate of Registration was issued to the company on 1st June, 2014. The Board of Directors of the company consists of five dir

CS Professional · Ethics, Governance and Sustainability · PYQS · June 2021
Preferential Life Insurance Ltd. was incorporated to conduct the insurance business. The Certificate of Registration was issued to the company on 1st June, 2014. The Board of Directors of the company consists of five directors, out of which two directors are independent directors. (i) Is the composition of Board of Directors of the Company valid ?

Answer & Explanation:

The Insurance Regulatory and Development Authority of India (IRDAI) had revised its Guidelines in the light of changes brought in by the Companies Act, 2013 vide Circular dated 18th May, 2016. As per these revised Guidelines, the Board of Directors of an Insurance company is required to have a minimum of three Independent Directors. However, this requirement is relaxed to two Independent Directors for initial five years from grant of Certificate of Registration to an insurance company. Referring to the above provisions, since the period of five years has elapsed from the date of grant of Certificate of Registration to the insurance company, therefore the company will be required to have minimum three Independent Directors on its Board w.e.f. 01.06.2019 and thus with the appointment of two Independent Directors, the composition of Board will be treated as invalid.

Topics: Corporate Governance

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