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Cracking Independent Director's Exam (IICA)

This comprehensive course is designed to empower individuals with the knowledge and skills required to excel as independent directors on corporate boards. Whether you are an aspiring board member, a seasoned professional seeking a new challenge, or a visionary entrepreneur aiming to expand your influence, this program offers a transformative learning experience. 

Upcoming Trainings

Course Name
Start Date
Type
Cracking Independent Director Exam ( Fast Track)
18th Jan 2025
Online
Cracking Independent Director Exam (Weekend)
18th Jan 2025
Online
Cracking Independent Director Exam (Weekend)
1st Feb 2025
Online
Cracking Independent Director Exam ( Fast Track)
20th Jan 2025
Online
Cracking Independent Director Exam ( Fast Track)
22nd Jan 2025
Online
Cracking Independent Director Exam (Weekend)
25th Jan 2025
Online

01

About the Course

Are you aspiring to become an independent director?

Would you like to be appointed by the Board of a major company?

Have you accumulated several years of experience in the corporate sector and are now looking to explore new areas where you can leverage your expertise to contribute further?

Do you possess over a decade of experience in fields such as finance, law, management, sales, marketing, research, corporate governance, operations, or other areas related to a company's business?

Are you retired or approaching retirement and seeking lucrative part-time opportunities to generate income while utilising your extensive work experience?

02

You can become an Independent Director and join the Board of Directors of large companies in India.

There is a growing demand for skilled independent directors, as more companies are now required to have a minimum number of independent and non-executive directors. Due to amendments in the Companies Act, the rapid formalisation of Indian SMEs, and the exponential growth of startups, every listed company, as well as large companies with paid-up capital exceeding Rs. 10 crore, turnover over Rs. 100 crore, or outstanding loans, debentures, and deposits over Rs. 50 crore, or funded startups planning an IPO, must appoint at least one-third of their directors as independent if they are public unlisted companies.

Independent Directors play a crucial role in company governance by ensuring that the board of directors' decisions are impartial and free from conflicts of interest, thereby preventing misgovernance. As an independent director, you will attend board meetings of listed companies, review their financial documents, and ask pertinent questions to ensure proper checks and balances are in place. This role is not only prestigious but also financially rewarding.

With the 2020 amendment in Schedule V of the Companies Act, 2013, Independent Directors can earn annually between Rs. 12 lakhs (in cases of negative effective capital) to Rs. 24 lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores. This role is part-time, has no retirement age, and allows you to continue reaping the benefits of your past work experience.

Factors such as digitization, post-pandemic government reforms like UPI, formalization, and India's high economic growth potential are prompting more informal sector businesses to adopt corporate structures, secure venture capital funding, and scale up, creating ever-expanding opportunities.

Currently, there are 20,798 registered Independent Directors in India, with 10,805 having already passed the Independent Directors’ exam. Given the existence of almost 22 lakh companies, 1.67 lakh incorporated companies, and 7,500 listed companies in India, the demand for Independent Directors is at least five to ten times higher.

Even if you are an executive director, CEO, CXO, or a startup founder, qualifying for this exam signals your expertise in corporate governance best practices.

To become an Independent Director, you need to pass an exam.

03

Eligibility for the Test

  • Independent directors already registered with the Independent Director Database.

  • Professionals aspiring to become independent directors who have registered with the Independent Director Database.

  • HR managers, compliance professionals, and entrepreneurs prepared to take the Independent Directors' exam and serve as independent directors on a company's board.

04

Eligibility Criteria for Independent Directors

Section 149(6) of the Companies Act, 2013 sets forth the eligibility criteria for an Independent Director. This section primarily specifies who is not eligible to serve as an independent director.

To ensure impartiality, an independent director cannot be a promoter, director, or a relative of a promoter or director of the company or its subsidiary. Additionally, anyone who has had a financial relationship with the company’s holding, subsidiary, or associate company, or their promoters or directors, in the past two years is also ineligible.

However, registering in the Independent Directors database can make an individual eligible to serve as an independent director, provided they meet the specified criteria.

05

Significance of the Self-Assessment Proficiency Test

According to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, it is mandatory for all independent directors registered in the Independent Director Database to successfully pass the online proficiency self-assessment test administered by the Indian Institute of Corporate Affairs (IICA) within two years of their inclusion in the databank.

Failure to pass the proficiency test within the stipulated period will lead to the removal of their name from the IICA databank.

An advantage of this requirement is that there is no restriction on the number of attempts an individual can make to pass the online proficiency self-assessment test.

Course Content

Companies Act

  1. IIncorporation of Companies (Chapter II, Companies Act, 2013)

  2. Prospectus and Allotment of Shares (Chapter III)

  3. Share Capital (Chapter IV)

  4. Debenture and Bonds (Chapter IV)

  5. Acceptance of Deposits (Chapter V)

  6. Management and Administration (Chapter VII)

  7. Accounts of Companies (Chapter IX)

  8. Corporate Social Responsibility (Chapter IX)

  9. Audit and Auditors (Chapter X)

  10. Appointment and Qualification of Directors (Chapter XI)

  11. Related Party Transactions (Chapter XII)

  12. Liability of Directors and KMP (Chapter XII)

  13. Board Committees (Chapter XII)

  14. Board Meetings (XII)

  15. Secretarial Audits (Chapter XIII)

  16. Mergers and Amalgamation (Chapter XV)

  17. Oppression and Mismanagement (Chapter XVI)

  18. Secretarial Standard 2

  19. Professional Ethics for Independent Directors. (Schedule IV, Companies Act, 2013 - Code for Independent Directors)

Governance

  1. Due Diligence before joining a Board

  2. Exemplary Board

  3. Board Effectiveness and Culture

  4. Building Resilient Company: Board’s Role

  5. Governance of Committees

  6. Governance of Strategy

  7. Managing CSR and Engaging Stakeholders

  8. Board Evaluation

  9. Evaluation of Independent Directors

  10. Case Study (WorldCom, Enron Corporation, Volkswagen, Olympus, Hydro One, Satyam and Maruti Suzu

Training Methodology

Convenient Timings

     Classes held after work hours to accommodate busy schedules.

Practice Questions

     Opportunity to apply learning through practice questions after each class.

Mock Tests

     Four comprehensive mock tests to assess and refine your understanding.

Small Group Classes

      Intimate learning environment with 2-3 students per batch.

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