MCA exempts certain unlisted Public Companies from the appointment of Independent Directors

General Circular No.09/2017


Government of India

Ministry of Corporate Affairs


5th Floor, ‘A’ Wing, Shastri Bhawan,

Dr. R. P. Road, New Delhi

Dated: 5th September, 2017



All Regional Directors,

All Registrar of Companies,

All Stakeholders


Subject: Exemptions given to certain unlisted Public Companies under the Companies (Appointment And Qualification of Director) Rules, 2014 from the appointment of Independent Directors-reg.


This Ministry, vide notification number G.S.R. 839(E) dated 5rh July, 2017 issued the Companies (Appointment and Qualification of Directors) Amendment Rules, 2017 inter-alia amending rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The said amended Rule 4 inter-alia provides that an unlisted public company which is a joint venture, a wholly owned subsidiary or a dormant company will not be required to appoint Independent Directors. Stakeholders have sought clarifications with regard to the meaning of joint venture for the purposes of availing exemption under Rule 4 of the aforesaid Rules as such a term is not defined in the Companies Act 2013.

  1. The matter has been examined and it is hereby clarified that a “Joint venture,, would mean a joint arrangement, entered into in writing, whereby the parties that have joint control of the arrangement, have rights to the net assets of the arrangement. The usage of the term is similar to that under the Accounting Standards.
  2. This issues with the approval of Competent Authority.


Yours faithfully,

(K.M.S Narayanan)

Assistant Director


Copy to:

(1) File No. 7 / I0/ 2077-CL-I

(2) Guard File

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