Independent director proficiency test sample questions are the quickest way to find out whether you are ready for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA). The test has 50 multiple choice questions worth 100 marks, and you need a 50 percent aggregate to pass. This article gives you 12 practice questions with answers, and every answer cites the exact section or rule it comes from, so you can check the law yourself rather than take our word for it.
This article sets out the exam pattern, the syllabus split, 12 independent director proficiency test sample questions with explained answers, and the preparation sequence that follows from them.
The test itself is a statutory requirement, not an IICA invention. Section 150(1) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, requires every individual whose name sits in the Independent Directors Databank to pass the test within two years of inclusion.
Fail to pass in that window and your name stands removed from the databank. Restoration costs Rs 1,000 plus GST, and the test still has to be cleared. That is why practising before your first attempt beats treating the unlimited attempts as a safety net.
The independent director proficiency test has 50 multiple choice questions worth 100 marks (two marks each), split into 25 Board Essentials and 25 Board Practice questions. You get 75 minutes (90 for persons with disabilities), need 50 percent aggregate to pass, and face no negative marking. Attempts are unlimited, with a one-day gap between attempts, inside the two-year window.
The 12 practice questions below follow that exact split, six from each section.
How is the independent director proficiency test structured?
The independent director proficiency test is a 75-minute online exam of 50 multiple choice questions, worth two marks each, taken remotely on the Independent Directors Databank portal. Persons with disabilities get 90 minutes. There is no exam centre: you sit it from home or office at a time you choose.
So how many questions do you actually need to get right? Twenty-five out of fifty, in any combination across the two sections. The pass mark is a 50 percent aggregate, and it was not always this forgiving. The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020 (G.S.R. 774(E)) cut it from 60 percent, and the same amendment widened the exemption categories.
There is no negative marking, so an unanswered question and a wrong answer cost you the same: two marks of lost opportunity. Attempt everything. If you fail, you can reattempt after a one-day gap, as many times as you need within your two-year databank window.
The structure rewards preparation over panic. Work through the syllabus once, then drill timed practice questions, and the paper holds no format surprises. For a full walkthrough of registration and test-day mechanics, see our guide on how to clear the IICA self-assessment test.
Which topics do the proficiency test questions come from?
The proficiency test questions come from the curriculum IICA notifies on the databank portal: companies law, securities law, basic accountancy, and corporate governance, including CSR and board procedure. The 50 questions divide into two sections of 25 each. Board Essentials tests the statutory framework, and Board Practice tests how boards actually function: meetings, committees, vacancies, and fees.
Do you need to study SEBI regulations separately from the Companies Act, 2013? Yes. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 impose their own committee compositions and vacancy timelines, and several of them are stricter than the parallel Companies Act provision. A candidate who only reads the Act walks into those questions blind.
Worth flagging: basic accountancy is the area candidates most often skip, even though the notified curriculum lists it alongside companies law and securities law. You will not face a chartered accountant’s paper, but you should be able to read a balance sheet and know what an audit committee reviews.
We have mapped the full subject list, weightages, and fee structure in the independent director exam 2026 guide. iPleaders also carries a detailed IICA independent director exam syllabus breakdown if you want a second reference point.
Independent director proficiency test sample questions with answers
These independent director proficiency test sample questions are original practice questions written by LawSikho, modelled on the notified syllabus. They are not leaked exam questions; IICA does not release its papers. How close are they to the real thing? Each one tests a provision the syllabus actually covers, at the difficulty level the two-marks-per-question format supports, and each answer cites its source so you can verify it in the bare act.
Attempt all 12 before reading the answers. Score two marks per correct answer and see whether you clear 50 percent.
Board Essentials sample questions
Question 1. Under Section 149(4) of the Companies Act, 2013, what proportion of the board of directors of a listed public company must be independent directors?
- (a) One-fourth of the total number of directors
- (b) One-third of the total number of directors
- (c) One-half of the total number of directors
- (d) Two-thirds of the total number of directors
Answer: (b). Section 149(4) requires every listed public company to have at least one-third of the total number of directors as independent directors. Note that the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 raise this to one-half where the chairperson is an executive director or a promoter relative.
Question 2. Under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, an unlisted public company must appoint at least two independent directors when its paid-up share capital is:
- (a) Rs 5 crore or more
- (b) Rs 10 crore or more
- (c) Rs 50 crore or more
- (d) Rs 100 crore or more
Answer: (b). Rule 4 fixes three alternative triggers: paid-up share capital of Rs 10 crore or more, turnover of Rs 100 crore or more, or aggregate outstanding loans, debentures and deposits exceeding Rs 50 crore. Crossing any one of them obliges the company to have at least two independent directors.
Question 3. An independent director has completed two consecutive terms of five years each. Under Section 149(11) of the Companies Act, 2013, when does the director become eligible for reappointment in the same company?
- (a) Immediately, by passing a special resolution
- (b) After a gap of one year
- (c) After a gap of three years
- (d) Never; two terms are a lifetime cap per company
Answer: (c). Section 149(11) caps tenure at two consecutive terms and makes the director eligible again only after three years of ceasing to be an independent director. During that cooling-off period, the person must not be appointed in or associated with the company in any other capacity.
Question 4. Which of the following forms of remuneration is an independent director NOT entitled to receive under Section 149(9) of the Companies Act, 2013?
- (a) Sitting fees under Section 197(5)
- (b) Reimbursement of expenses for attending meetings
- (c) Profit-related commission approved by the members
- (d) Employee stock options
Answer: (d). Section 149(9) expressly bars stock options for independent directors. The other three are the only permitted heads, which is the legislature’s way of keeping an independent director’s wealth from riding on the company’s share price.
Question 5. Under Section 177(2) of the Companies Act, 2013, the audit committee must consist of a minimum of three directors, with:
- (a) Independent directors forming a majority
- (b) At least one independent director
- (c) All members being independent directors
- (d) At least two executive directors
Answer: (a). Section 177(2) requires a minimum of three directors with independent directors forming a majority, and a majority of members must be able to read and understand financial statements. For listed entities, Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 goes further and requires two-thirds independent members.
Question 6. Under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, an individual whose name is included in the Independent Directors Databank must pass the online proficiency self-assessment test within:
- (a) Six months of inclusion
- (b) One year of inclusion
- (c) Two years of inclusion
- (d) No time limit, since attempts are unlimited
Answer: (c). Rule 6(4) gives two years from the date of inclusion, failing which the name stands removed from the databank. The unlimited attempts run only inside that window, and the current pass requirement is an aggregate score of not less than 50 percent.
Board Practice sample questions
Question 7. Under Section 173(1) of the Companies Act, 2013, the maximum permissible gap between two consecutive board meetings is:
- (a) 90 days
- (b) 120 days
- (c) 150 days
- (d) 180 days
Answer: (b). Section 173(1) requires a minimum of four board meetings every year with not more than 120 days between two consecutive meetings. A director who tracks this gap can spot a compliance lapse before the company secretary does.
Question 8. Under Schedule IV to the Companies Act, 2013, the independent directors of a company must hold at least one meeting in a financial year:
- (a) With the chairperson of the board presiding
- (b) With the managing director in attendance
- (c) Without the attendance of non-independent directors and members of management
- (d) Only if the audit committee requests it
Answer: (c). Paragraph VII of Schedule IV mandates at least one separate meeting of independent directors each financial year, without non-independent directors or management present. The meeting reviews the performance of the chairperson, the board, and the flow of information from management.
Question 9. Under Regulation 25(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vacancy in the office of an independent director of a listed entity must be filled by:
- (a) The next annual general meeting
- (b) The immediate next board meeting or three months from the vacancy, whichever is later
- (c) Thirty days from the vacancy in every case
- (d) Six months from the vacancy in every case
Answer: (b). Regulation 25(6) fixes the outer limit at the immediate next board meeting or three months from the date of the vacancy, whichever is later. The obligation does not apply where the entity already meets its independent director composition requirement without the replacement.
Question 10. Under Section 178(1) of the Companies Act, 2013, the nomination and remuneration committee must consist of three or more non-executive directors, of which:
- (a) At least one-third must be independent directors
- (b) Not less than one-half must be independent directors
- (c) All must be independent directors
- (d) At least one must be an independent director
Answer: (b). Section 178(1) requires three or more non-executive directors with not less than one-half being independent. The chairperson of the company can sit on the committee but cannot chair it.
Question 11. Under Section 135(5) of the Companies Act, 2013, a company covered by the CSR mandate must spend, in every financial year, at least:
- (a) 1 percent of its net profits of the immediately preceding year
- (b) 2 percent of the average net profits of the three immediately preceding financial years
- (c) 5 percent of the average net profits of the three immediately preceding financial years
- (d) 2 percent of its turnover of the immediately preceding year
Answer: (b). Section 135(5) pegs the CSR spend at 2 percent of the average net profits made during the three immediately preceding financial years. Independent directors sit on CSR committees, so the computation basis is fair game in the test.
Question 12. Under Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the sitting fee payable to a director for attending a board or committee meeting must not exceed:
- (a) Rs 20,000 per meeting
- (b) Rs 50,000 per meeting
- (c) Rs 1,00,000 per meeting
- (d) Rs 2,50,000 per meeting
Answer: (c). The cap is Rs 1 lakh per meeting of the board or committee. The same rule adds that the sitting fee for independent directors and women directors must not be less than the fee payable to other directors, a floor candidates routinely miss.
How should you practise independent director proficiency test sample questions?
Practise independent director proficiency test sample questions in three passes: first untimed with the bare act open, then timed at 90 seconds a question, then a full 50-question simulation in one 75-minute sitting. The first pass builds the statutory map, the second builds speed, and the third builds the stamina the real test actually demands.
Where should a non-lawyer start? With the sections themselves, not the summaries. Read Sections 149, 150, 173, 177 and 178 of the Companies Act, 2013 and Schedule IV in full (the section text, not a paraphrase), then Regulations 16 to 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. That is a weekend of reading, and it covers the ground our 12 questions above are drawn from.
And treat every wrong answer as a syllabus pointer. If you missed Question 12, you have not read the Managerial Personnel Rules; if you missed Question 9, your SEBI coverage is thin. The mistake we see most often is candidates re-attempting question sets they have already memorised instead of reading the provision they got wrong.
Fair warning: the test is the entry ticket, not the destination. Boards shortlist candidates on profile, not on test scores. Once you clear it, the work shifts to positioning, which we cover in how to get your first independent director board seat.
Where can you take a mock test for the proficiency test?
The official mock test sits inside the Independent Directors Databank portal at independentdirectorsdatabank.in, and it opens up once you register in the databank. IICA provides it to familiarise candidates with the test environment: the interface, the timer, and the question format you will face on the day.
Is the official mock worth taking? Yes, and take it after your practice passes, not before. The mock’s value is environmental, not academic (it shows you the screen, not the full syllabus), so candidates who treat it as their only preparation get a false sense of readiness.
Third-party question banks float around on Udemy, Scribd and smaller sites. Quality varies sharply, and most give you answer keys without statutory citations, which means you cannot tell a right answer from a confidently wrong one. Any question set you use should cite the section it tests, the way each answer above does. Skill Arbitrage’s overview of the IICA independent director framework explains the databank registration flow if you have not registered yet.
Who does not need to clear the proficiency test?
An individual who has served for at least three years as a director or key managerial personnel in a listed public company, or in an unlisted public company with paid-up share capital of Rs 10 crore or more, is exempt from the test under the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Fifth Amendment Rules, 2020 widened these categories further, including for senior officers of specified central ministries.
Does board experience alone exempt you? Only if it fits a notified category for the full three years; the databank registration itself stays mandatory either way. The exemption removes the test, not the registration or the fees (Rs 5,000, Rs 15,000 or Rs 25,000 plus GST for one year, five years or lifetime).
But do not self-certify an exemption on a borderline reading. The categories have sharp edges, and claiming one wrongly leaves your databank entry vulnerable. We have set out every category, with the amendment history, in the independent director proficiency test exemption guide.
FAQs on the independent director proficiency test
How many questions are there in the independent director proficiency test?
The test has 50 multiple choice questions worth 100 marks, at two marks per question. They divide into 25 Board Essentials questions and 25 Board Practice questions.
What is the passing score for the IICA proficiency self-assessment test?
The pass mark is an aggregate of not less than 50 percent, which means 25 correct answers out of 50. It was reduced from 60 percent by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020.
Is there negative marking in the independent director proficiency test?
No. A wrong answer and a blank answer both score zero, so attempting all 50 questions is always the right strategy.
How much time do you get for the 50 questions?
You get 75 minutes, which works out to 90 seconds per question. Persons with disabilities get 90 minutes.
How many attempts are allowed at the proficiency test?
Attempts are unlimited within the two-year window that starts when your name enters the databank. You must wait one day between attempts.
What happens if you do not pass the test within two years?
Your name stands removed from the Independent Directors Databank under Rule 6(4). Restoration costs Rs 1,000 plus GST, and you still have to pass the test after restoration.
Are these the actual questions asked in the IICA test?
No. IICA does not release its question papers. The 12 questions above are original LawSikho practice questions modelled on the notified syllabus, with every answer cited to the governing section or rule.
Where can I get independent director proficiency test sample questions in PDF form?
There is no official IICA question bank or PDF. Your reliable options are the official mock test on the databank portal and statute-cited practice sets like the one in this article; treat uncited PDF dumps from file-sharing sites with caution.
Which subjects does the proficiency test syllabus cover?
The syllabus covers companies law, securities law, basic accountancy and corporate governance, including CSR and board procedure. The Board Essentials section leans statutory and the Board Practice section leans procedural.
Can you take the proficiency test from home?
Yes. The test is online and can be taken from home or office at your convenience; there are no test centres.
What does registration in the Independent Directors Databank cost?
Registration costs Rs 5,000 for one year, Rs 15,000 for five years, or Rs 25,000 for lifetime inclusion, each plus GST. The test itself has no separate fee.
Who is exempt from the online proficiency self-assessment test?
Individuals with at least three years’ service as a director or key managerial personnel in listed public companies or large unlisted public companies, among other notified categories expanded in 2020. The registration requirement continues to apply even where the test is exempted.
Is the proficiency test mandatory for every independent director?
Yes, unless the individual falls within a notified exemption category. Section 150 of the Companies Act, 2013 read with Rule 6 makes databank inclusion and the test a condition for holding the office.
Does the official mock test match the real exam pattern?
The official mock mirrors the test environment: the interface, timer and question format. IICA provides it for familiarisation, so use it to rehearse conditions rather than as your syllabus coverage.
How soon can you reattempt the test after failing?
You can reattempt after a gap of one day, and as many times as needed within your two-year databank window. There is no cap on attempts and no extra fee per attempt.
References
- Companies Act, 2013, India Code
- IICA, Online Proficiency Self-Assessment Test
- Independent Directors Databank, Self-Assessment
- Companies (Appointment and Qualification of Directors) Rules, 2014, Rules 4 and 6, and the Fifth Amendment Rules, 2020, G.S.R. 774(E)
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17, 18 and 25
This article is for informational purposes only and does not constitute legal advice. For specific legal guidance, consult a qualified legal professional.
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