Mr. Manoj was acting as an Independent Director of Cine Movies Limited (CML), a listed entity, during his second term of his appointment as an Independent Director. Unfortunately due to sudden demise of his son on 01.10.
CS Professional · Environmental, Social and Governance (ESG) Principles and Practice · PYQS · June 2024
Mr. Manoj was acting as an Independent Director of Cine Movies Limited (CML), a listed entity, during his second term of his appointment as an Independent Director. Unfortunately due to sudden demise of his son on 01.10.2023, in a tragic road accident, Mr. Manoj resigned from his coveted position as an Independent Director of CML w.e.f. 15.10.2023 which was duly accepted by the Board. However, due to his extreme potential in effectively guiding the Board, he was approached by CML on 15.04.2024 and was offered the position of Executive Director in one of the Companies belonging to the Promoter's Group. Referring to SEBI (LODR) Regulations, 2015, answer whether the proposed offer of Executive Director to Mr. Manoj is valid in law as per Company Act, if it is accepted by him ?
Answer & Explanation:
No Independent Director who resigns from a listed entity shall be appointed as an Executive / Whole time Director on the Board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an Independent Director. [Regulation 25(11) of SEBI (LODR) Regulations, 2015]. Mr. Manoj resigned from his coveted position as an Independent Director of CML w.e.f. 15.10.2023. He was approached by CML on 15.05.2024 and was offered the position of Executive Director in one of the companies belonging to the Promoters Group. Since one year has not elapsed from the date of resignation of Manoj, the proposed offer to appoint Manoj as Executive Director in one of the companies belonging to the promoters group is not valid in law.
Topics: Corporate Governance
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