A listed company has appointed Mihir as a director on the Board. The general meeting of the company has already been held prior to his appointment. What approval is required to regularise the appointment? What will be yo

CS Executive · Securities Laws and Capital Markets · PYQS · December 2022
A listed company has appointed Mihir as a director on the Board. The general meeting of the company has already been held prior to his appointment. What approval is required to regularise the appointment? What will be your answer, if the earlier appointment of Mihir as director on the Board was rejected by the shareholders?

Answer & Explanation:

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. In the given case, since the general meeting of the listed company has already been held prior to the appointment of Mr. Mihir, the company is required to hold a general meeting within three months to regularise the appointment of Mr. Mihir. If the earlier appointment of Mihir as director on the Board was rejected by the shareholders: Regulation 17(1C) further provides that if the appointment or re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders . Additionally, the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders, shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment. Therefore, in this scenario, the appointment of Mr. Mihir as a director on the Board requires prior approval of shareholders complying with the above-mentioned Regulation.

Topics: Corporate Governance

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