Dr. Grace, aged 78 years, was appointed as non-executive director of PQR Ltd (listed company) by passing an ordinary resolution. Examine the validity of appointment of Dr. Grace as a director of PQR Ltd.

As per 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 75 years unless a special resolution is passed to that effect. In such a case, the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. In the given case, Dr. Grace, aged 78 years, was appointed as a non-executive director by passing an ordinary resolution . Therefore, the appointment of Dr. Grace as non-executive director of PQR Ltd. is not valid as a special resolution was not passed.