Galaxy Limited is a listed company, with Bombay Stock Exchange. During last mid-November, 2025 its Company Secretary has resigned, and you have been appointed as their new Company Secretary. But, due to certain personal

CS Executive · Capital Market and Securities Laws · PYQS · December 2025
Galaxy Limited is a listed company, with Bombay Stock Exchange. During last mid-November, 2025 its Company Secretary has resigned, and you have been appointed as their new Company Secretary. But, due to certain personal commitments, you are not in a position to join them before 1st January, 2026. In the meanwhile, to comply various regulatory requirements, Board has decided to appoint one of its senior Board members, A, as the Compliance Officer, till you formally join them. A is not only a Director of the Company, but he is also a qualified Company Secretary. During the Board meeting, legal officer suggested that since A is also a Director of the Company, hence he may have vested interest. Therefore, he cannot be appointed as Compliance Office of the Company. Explain with reason whether A's appointment as the Compliance Officer of the Company, between November to December end, is valid or invalid?

Answer & Explanation:

Regulations 6 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, states that any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy. However, the listed entity shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a fresh appointment to such office and the obligation under such laws are made applicable to such person. As per Regulation 6 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance officer shall be a qualified company secretary. However, the Compliance Officer shall be an officer, who is in whole time employment of the listed entity, not more than one level below the board of directors and shall be designated as a Key Managerial Personnel. There is no restriction prescribed under these regulations which prohibits the director of the listed company, if in the employment, to act as a compliance officer of the listed entity. Therefore, appointment of A as compliance officer in the given case would be valid if the appointment meets the conditions as stated above.

Topics: Listing Obligations

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