The duties and responsibilities of independent Directors are normally as they are of director of the Company viz.

1. He should furnish information in the prescribed form to the company about disclosure of General Notice of directorship, membership of body corporate and other entities. 2. He should also inform the Company about any change in the details submitted subsequently. 3. He should provide a list of his relatives as defined in the Companies Act and their directorship and interest in other concerns. 4. The Director shall have fiduciary duty to act in goodfaith and in the interest of the company. 5. It is the duty of the Independent Director to acquire proper understanding of the business of the Company. 6. He should act only within the powers laid down by the Memorandum of Association and Articles of Association and by applicable law and regulations. 7. He should not be a Director of more than fifteen Companies.

Such an Independent Director could be working as member of Audit Committee prescribed under Section 292A the Companies Act. In such situation he has to look into the obligations of Audit Committee and perform the du The role and responsibility of an Independent Director arising out clause 49 requirements of role of audit committee would include

1. Oversight of company financial reporting process and disclosure of its financial information. 2. Recommending to Board on the appointment, re-appointment and if required replacement or removal of statutory auditor and fixation of audit fees. 3. Review with management, the annual financial statements before approval by the board with particular reference to Directors Responsibility Statement, changes in accounting policy, major accounting estimates, aud findings adjustments, compliance with listing and other legal requirements, disclosure of related party transacti and qualification in the draft audit report. 4. Review of quarterly financial statements. 5. Review with management, performance of statutory and internal auditors, adequacy of internal control syste adequacy of internal audit function including their structure, frequency, reporting. 6. Discussing significant finding of internal auditors, including internal investigations made by them into areas o fraud, irregularities or major failures of internal control systems. 7. Discussing with auditors on the scope of the audit. 8. Reviewing reasons for defaults into payments. 9. Reviewing the whistle blower mechanism. 10. Mandatory review must be made of related party transactions and internal control weaknesses. 11. Review financial statements of subsidiary companies with special attention to investments made by them. 12. Review uses/application of funds from public issues, rights issues, preferential issues etc. 13. Disclose shareholdings in the listed company.