Yes, independent directors are included in the total number of directors for the purposes of sub‐sections (6) and (7) of Section 152 of the Companies Act, 2013.

Explanation

• Uniform Applicability:
  Section 152 of the Companies Act, 2013 sets out the procedural requirements for the appointment of directors. Sub‐sections (6) and (7) require that every person proposed to be appointed as a director must provide his written consent (in the prescribed Form DIR‑2) and that such consent must be filed with the Registrar within 30 days of the appointment. These provisions apply to all directors without any distinction.

• Inclusion of Independent Directors:
  The Act does not carve out any exception for independent directors in this context. This means that independent directors must also furnish their consent and complete the associated formalities, and their appointment is counted as part of the total number of directors on the board.

Relevant Provisions

While the Act does not explicitly single out independent directors in sub‐sections (6) and (7) of Section 152, the language used—“every person appointed as a director”—makes it clear that all directors, irrespective of their nature (executive, non-executive, or independent), must comply with these provisions.

Under the Companies Act, 2013, there isn’t a separately prescribed “time limit” solely for the appointment of independent directors by the Board. Instead, the requirement is tied to the overall corporate governance framework for public companies.

Key Points

• Appointment at the First AGM:
  For public companies (including listed companies) that are required to have independent directors, the Act mandates that independent directors be nominated and appointed as part of the overall director appointments. Their appointment is ultimately subject to ratification by the shareholders at the first Annual General Meeting (AGM).

• Timing of the First AGM:
  For a newly incorporated public company, the first AGM must be held within nine months from the end of its first financial year. This means that the independent directors must be in place (or their nomination confirmed) by that meeting.

  • If the Board makes interim appointments before the first AGM, such appointments must be ratified by the shareholders at the AGM.

• Relevant Provisions:

  • Section 149(1) of the Companies Act, 2013 requires that companies, where applicable, have independent directors.

  • While the Act does not specify a separate deadline exclusively for independent directors, the requirement that all director appointments—including independent directors—be ratified at the first AGM (to be held within nine months from the end of the first financial year) effectively sets the time limit.

Conclusion

In summary, the Board must ensure that any independent director is either appointed or, if appointed on an interim basis by the Board, ratified by the shareholders at the first AGM—which for a newly incorporated public company must be held within nine months from the end of its first financial year. This timing requirement ensures compliance with the Companies Act, 2013 and related SEBI regulations for listed companies

Under Section 139 of the Companies Act, 2013, a retiring auditor may be re‐appointed subject to several conditions. The key conditions are as follows:

1. Eligibility and Non-Disqualification:
   The auditor must satisfy the eligibility criteria laid down under Section 141—that is, he must not be disqualified from appointment (for example, by virtue of being connected with the company in a manner that compromises independence).

2. Appointment by Shareholders at the General Meeting:
   The re‐appointment of a retiring auditor is made in the general meeting of the company. The shareholders must approve the re‐appointment by passing an ordinary resolution.

3. Consent of the Auditor:
   The auditor must furnish his consent to be re‐appointed. This consent must be in accordance with the prescribed forms and requirements.

4. Compliance with the Company’s Articles and Regulatory Provisions:
   The re‐appointment must be consistent with the company’s Articles of Association as well as any applicable regulations (for example, SEBI regulations in the case of listed companies). For listed companies, additional recommendations by the Audit Committee may be required.

5. Term and Rotation Provisions:
   The auditor is typically appointed for a term of five years. In case of re‐appointment for a second term (or beyond, where permitted by law), the auditor’s continued independence and the statutory rotation requirements must be adhered to.

Relevant Provisions

• Section 139(3) of the Companies Act, 2013:
  This section deals with the appointment and re‐appointment of auditors at the general meeting. It implies that the re‐appointment of the retiring auditor is subject to ratification by the shareholders through an ordinary resolution.

• Section 141 of the Companies Act, 2013:
  This section lists the disqualifications for appointment as auditor. The auditor must not fall under any of the disqualifications specified here to be eligible for re‐appointment.

If the appointment of an auditor is not ratified by the shareholders at the Annual General Meeting (AGM), then the auditor’s appointment ceases to be effective, and they can no longer serve as the company’s auditor beyond that point. Here’s a detailed explanation:

1. Provisional Appointment and Ratification:
   Under Section 139 of the Companies Act, 2013, an auditor (including a retiring auditor) is appointed for a term of five years. However, this appointment is provisional until it is ratified by the shareholders at the AGM. The AGM provides an opportunity for the shareholders to confirm or reject the auditor’s reappointment.

2. Consequences of Non-Ratification:

   • Cessation of Appointment:
     If the shareholders do not pass a resolution to ratify the auditor’s appointment at the AGM, the auditor’s appointment terminates immediately after the meeting.

   • Effect on Audit Reports:
     The audit reports prepared during the auditor’s term remain valid. Non-ratification does not affect the auditor’s responsibility or liability for work performed during the term.

   • Requirement to Appoint a New Auditor:
     The company must then proceed to appoint a new auditor in accordance with the provisions of the Act. The Board may need to take interim steps to ensure that the company has an auditor in place for the subsequent financial period.

3. Relevant Provision from the Bare Act:
   While Section 139 of the Companies Act, 2013 governs the appointment (and reappointment) of auditors, the key point is that the reappointment must be ratified by the shareholders at the AGM. In the absence of such ratification, the auditor’s appointment lapses automatically, meaning they lose the authority to act as the auditor of the company.

In summary, if an auditor’s appointment is not ratified at the AGM, they cease to be the auditor from that point forward, and the company must appoint a new auditor to fulfill its statutory requirements.

Under Section 135 of the Companies Act, 2013 and the prescribed Schedule VII, an eligible Indian company must incur its own CSR expenditure on activities specified therein. The CSR obligation is applicable exclusively to companies incorporated in India based on their own financial metrics and resources.

Thus, even if a foreign holding company— which, as a non‐Indian company, is not subject to the same CSR mandate— incurs expenditure on CSR activities in its jurisdiction, such expenditure cannot be clubbed with or transferred to meet the CSR requirement of its Indian subsidiary.

In other words, the Indian subsidiary must spend CSR funds from its own resources in accordance with the CSR framework under Section 135 and Schedule VII, and the expenditure incurred by the foreign holding company is not eligible to be taken as CSR expenditure by its Indian subsidiary.