ECOM Ltd. is one of the leaders in e-commerce business. Its Board has a strength of 12 directors excluding three Nominee directors (not liable to retire by rotation) and four independent directors. The company had comple

Directors liable to retire by rotation: Section 152(6) of the Companies Act, 2013 states that unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. Explanation: For the purposes of this sub-section, "total number of directors" shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company. In the given situation: Total strength of the Board = 12 directors (excluding 3 nominee directors and 4 independent directors) + 3 nominee directors + 4 independent directors = 19 directors. Total number of directors for calculation of retirement by rotation (excluding independent directors) = 19 - 4 = 15 directors. Number of directors liable to retire by rotation = 2/3 of 15 = 10 directors. Thus, 10 Directors shall be liable to retire by rotation. Since three nominee directors are not liable to retire by rotation, 10 out of the remaining 12 directors (15 total - 3 nominee directors) shall be liable to retire by rotation in the ensuing AGM. Upper age limit for non-executive director without shareholder approval: According to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. In the instant case, Nirvan, a non-executive director, will be attaining the age of 65 years after listing. Hence, he can continue as such till the maximum age limit for a non-executive director is 75 years without any special resolution. Maximum limit of independent directorship for a managing director of a listed company: According to Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a person shall not serve as an independent director in more than seven listed entities. Notwithstanding the above, any person who is serving as a whole-time director / managing director in any listed entity shall serve as an independent director in not more than three listed entities. For the purpose of this regulation, the count for the number of listed entities on which a person is a director / independent director shall be only those whose equity shares are listed on a stock exchange. In view of the above, the managing director can only be appointed as an Independent Director in a maximum of three listed companies. Since he is already a director in two listed companies, he can accept the post of Independent Director in one further listed company. Instrument for Not-for-Profit Organization to raise funds: According to Regulation 292G of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, a Not for Profit Organization may raise funds on a Social Stock Exchange through issuance of Zero Coupon Zero Principal Instruments to eligible investors, donations through Mutual Fund schemes as specified by SEBI and any other means as specified by SEBI from time to time. Filling director vacancy for medical reasons: According to Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the office of a director 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, if any vacancy caused due to expiration of term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated. Provided that this shall not apply if the listed entity fulfils the requirement under Regulation 17(1) without filling the vacancy. Therefore, if a Director has vacated office due to medical reasons, and the company continues to comply with the requirement of Regulation 17(1) with respect to the composition of Directors, then the company is not required to fill such vacancy. Otherwise, the vacancy shall be filled within three months from the date of such vacancy.