The Board Meeting followed by the Annual General Meeting of a large listed company has just concluded and the Chairman is reluctant to call an Extra Ordinary General meeting or a Board Meeting any time soon. The Chairman

With effect from 1st January 2022 an independent director can be appointed on the board of a listed company only by a special resolution passed by the members at a general meeting as per Regulation 25(2A) read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), 2015 (LODR). Hence, approval of special resolution by the members in the general meeting is mandatory. However, as the Board Meeting and the Annual General Meeting (AGM) of the company has just concluded and as the chairman is unwilling to call an Extra Ordinary General meeting or the Board meeting in the near future, an alternative approach to solving the problem is appointing Paritosh as an additional director under section 161(1) of the Act by passing a board resolution by circulation under section 175 of the Act. According to Para 6.5 of Secretarial Standards 1 issued by ICSI, passing a resolution by circulation shall be considered valid as if it had been passed at a duly convened meeting of the Board of Directors. The maximum tenure of an independent director shall be for a period of five years as per Section 149(10) of the Companies Act, 2013. Hence, the suggestion of the chairman to appoint Paritosh for a period of seven years is not valid. The additional director shall hold office up to the date of next annual general meeting. In the next AGM, Paritosh can be appointed as an independent director for a further period of four years by passing a special resolution by the members.