Mr. Solid, a young professional of 29 years, has stayed in India for 150 days in the previous financial year. He does not hold any shares in Happy Retails Limited, which is a quoted (listed) company. Small shareholders h

CS Executive · Company Law · PYQS · June 2017
Mr. Solid, a young professional of 29 years, has stayed in India for 150 days in the previous financial year. He does not hold any shares in Happy Retails Limited, which is a quoted (listed) company. Small shareholders have decided amongst themselves that he is proposed to be appointed as small shareholders director who shall not be liable to retire by rotation and his tenure shall be for five years from the date of joining the office of director. Examining the provisions of the Companies Act, 2013, state whether Mr. Solid can be so appointed as small shareholders' director.

Answer & Explanation:

Rule 7 of Companies (Appointment and Qualification of Directors) Rules, 2014 contains provisions for appointment and qualification of small shareholders' directors. Sub-rule (2) allows a person who is not a shareholder to become shareholders' director. Pursuant to sub-rule (5), the appointment of small shareholders' director shall be subject to the provisions of section 152 except that - such director shall not be liable to retire by rotation; such director's tenure as small shareholders' director shall not exceed a period of three consecutive years; and on the expiry of the tenure, such director shall not be eligible for re-appointment. Thus, in accordance with sub-rule (2) of rule 7, Mr. Solid who does not hold any shares in Happy Retails limited can be proposed to be appointed as a small shareholder director. He shall not be liable to retire by rotation but he cannot be appointed for 5 years. Mr. Solid can be appointed as a small shareholders' director only for 3 years.

Topics: Company Law

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