Mr. Ram has completed his one term of five years as independent director in Vigilant Electronics Ltd. on 31st March, 2019. The Board of Directors of the company passed the resolution to appoint him as independent directo

According to Section 149(10) & (11) subject to the provisions of Section 152(2) of Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report. No Independent Director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an independent director. Referring the above provisions, we can conclude that appointment of Mr. Ram as Independent Director for second consecutive term is not valid as instead of passing a special resolution in general meeting, the board has passed the resolution for his appointment in its meeting, which appears to be an ordinary resolution. The members should have passed a special resolution.