Circular No. 5 of 2024 — Term of Independent Director (Section 166(2)(g))
Legal basis
Section 510 of the Companies Act, 2017, clarifying Section 166(2)(g)
What it does
Clarifies the word "term" in Section 166(2)(g): a director cannot be considered independent once they have served more than three consecutive terms from their first appointment, though they may again be deemed independent after a one-term lapse. To remove any ambiguity, a director who fills a casual vacancy for the remainder of a term is treated as having served a complete term for this counting purpose. Public listed companies and public sector companies not yet compliant with Section 166(2)(g) on this basis had to report their compliance to the Commission within 60 days of the circular (by 19 April 2024).