Pankaj is a whole-time director of a listed company and also an independent director in two other listed companies out of which he is also the Chairman of the audit committee of one company. He is also on the Board of 5

CS Professional · Advanced Company Law and Practice · PYQS · June 2015
Pankaj is a whole-time director of a listed company and also an independent director in two other listed companies out of which he is also the Chairman of the audit committee of one company. He is also on the Board of 5 other public companies which are not listed companies. Three other private companies which are not subsidiary companies of any public company have invited him to join them as a director on their Board. Discuss in the light of the provisions of Companies Act, 2013 whether Pankaj can accept the directorship of said private limited companies.

Answer & Explanation:

In terms of Section 165 of the Companies Act, 2013, a person cannot hold office at the same time as director in more than 20 companies and maximum number of public companies in which a person can be appointed as a director shall not exceed 10. Clause 49 of the Listing Agreement provides that a director shall not be a member in more than ten committees or act as Chairman of more than five committees across all companies in which he is a director and also provides that a person shall not serve as an independent director in more than seven listed companies. Further, any person who is serving as a whole time director in any listed company shall serve in not more than three listed companies, as an independent director. Let's analyze Pankaj's current directorships: Whole-time director in 1 listed company. Independent director in 2 other listed companies (one of which he chairs the audit committee). Director in 5 other public companies (not listed). Total listed company directorships: 1 (WTD) + 2 (ID) = 3 listed companies. Total public company directorships (including listed): 3 (listed) + 5 (unlisted public) = 8 public companies. Total directorships: 8 (public) + 0 (private so far) = 8 directorships. The limits are: Maximum 20 directorships in total. Maximum 10 public company directorships. Maximum 7 listed company independent directorships (if he is WTD in a listed company, then max 3 listed company independent directorships). Pankaj currently holds 8 directorships (within 20 limit) and 8 public company directorships (within 10 limit). He is a WTD in a listed company and an ID in 2 other listed companies, which is within the limit of 3 listed company IDs for a WTD in a listed company. He is invited to join 3 other private companies. If he accepts, his total directorships would be 8 + 3 = 11, which is within the 20 limit. His public company directorships remain 8 (within 10 limit). Thus, Mr. Pankaj can accept the offer of joining three other private limited companies as a director on their Board.

Topics: Directors

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic