Comment upon the following citing relevant provisions of the Companies Act, 2013: Shanoo is a whole-time Director of a listed entity and got invitation to join the Board of another four listed entities as an Independent
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2020
Comment upon the following citing relevant provisions of the Companies Act, 2013: Shanoo is a whole-time Director of a listed entity and got invitation to join the Board of another four listed entities as an Independent Director.
Answer & Explanation:
The Companies Act, 2013, provides that the listed companies are required to comply with the provisions of the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder. Therefore, the cases provided are examined on the basis of provisions of Companies Act, 2013 and SEBI (LODR), Regulations, 2015. Case (i): As per Section 165(1), no person, after the commencement of Companies Act, 2013, shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time. Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten. As per Section 203 (3), a whole-time key managerial personnel shall not hold office in more than one company except in its subsidiary company at the same time. Provided that nothing contained in sub-section (3) of Section 203 shall disentitle a key managerial personnel from being a director of any company with the permission of the Board. According to Regulation 17A of SEBI (LODR) Regulations, 2015, the directors of listed entities shall comply with the following conditions with respect to the maximum number of directorships, including any alternate directorships that can be held by them at any point of time: A person shall not be a director in more than eight listed entities with effect from April 1, 2019 and in not more than seven listed entities with effect from April 1, 2020: Provided that a person shall not serve as an independent director in more than seven listed entities. Notwithstanding the above, any person who is serving as a whole time director / managing director in any listed entity shall serve as an independent director in not more than three listed entities. In view of the above, Shanoo cannot become an Independent Director in more than three listed entities.
Topics: Company Law / SEBI (LODR) Regulations
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