Kiyan International Ltd., is a listed entity on the leading stock exchange platform. It had appointed one Executive Promoter Director in 2019 on a monthly salary only. The company now proposes to appoint another Executiv

According to the Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if - (i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity. Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. In the given case Kiyan International Ltd. is paying the aggregate annual remuneration to such directors in excess of five per cent of the net profit of the Company and in view of above the Company is required to take approval of shareholders by way of special resolution in general meeting.