XYZ Ltd. is a listed entity having 10 directors. Its paid-up share capital is ₹ 50 Crores divided in equity shares having face value of ₹ 10 each. 70% of the paid-up equity of XYZ Ltd. is held by the promoters of the com
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2024
XYZ Ltd. is a listed entity having 10 directors. Its paid-up share capital is ₹ 50 Crores divided in equity shares having face value of ₹ 10 each. 70% of the paid-up equity of XYZ Ltd. is held by the promoters of the company. The market price of the share of the company at the close of the FY 2022-23 was ₹ 524 per share. Ms. R is a local political leader and resides in the city wherein the Registered Office of the company is situated. She owns 1,000 shares in the company. She noticed that the Company's Board is not having representation of Small Shareholders. She obtained a list of the members of the company and individually sent letters to few of them to propose her name as a Small Shareholders Director in XYZ limited for protecting interest of the minority shareholders. The Annual General Meeting (AGM) of the Company was scheduled to be held on 25th August, 2023. Ms. R sent a notice to the Company well before the date of the AGM containing the proposal for her appointment as Small Shareholders Director. This proposal was sent along with the requisite documents duly signed by some of the small shareholders for her election. Referring the provisions relating to the appointment of Small Shareholders Director under the Companies Act, 2013, analyze whether Ms. R is eligible for appointment as Small Shareholders Director in XYZ Ltd ?
Answer & Explanation:
Appointment of Small Shareholder Director According to Section 151 of the Companies Act, 2013 every listed company may have one director elected by "small shareholders". For the purpose of this section, "small shareholder" means a shareholder holding shares of nominal value of not more than twenty thousand rupees or such other sum as may be prescribed. Rule 7 of Companies (Appointment and Qualifications of Directors) Rules, 2014 lays down the terms and conditions for appointment of Small Shareholder's Director. A listed company, may upon notice of not less than 1000 or one-tenth of the total number of small shareholders, whichever is lower, have a Small Shareholders' Director elected by the small shareholders. A listed company may suomoto (on its own accord) opt to have a director representing small shareholders. The Small Shareholder's Director's appointment is optional and made available to listed companies only. In the given case, Ms. R is having 1000 shares of the company having the face value of ₹ 10 which amounts to ₹ 10,000 only. Since the nominal value of holding of Ms. R is less than ₹ 20,000 hence she is eligible to be a small shareholder director subject to compliance with other provisions of the Act relating to appointment of directors. Here the face value of the shares is to be considered and not the market value.
Topics: Corporate Governance
Related Questions in this Topic
- The National Foundation for Corporate Governance (NFCG) plays a significant role in promoting research and disseminating...
- What are the key provisions under the Companies Act, 2013, with respect to Board Evaluation?
- As a Company Secretary of LMN Ltd., you are tasked with drafting a Board Charter to address current governance challenge...
- You are a Corporate Governance professional engaged by PQR Ltd., a publicly listed company, to help review its corporate...
- CompliServe Solutions Limited is a public company adhering to the provisions of the Companies Act, 2013. As part of its ...