Special resolution regulation 17(1A) Non-executive Director 75yr

Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, reads as follows:-

 "No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person."

Template of such a special resolution is provided hereunder for reference—

SAMPLE

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, consent of Members be and is hereby accorded to Mr./Ms. ....... ................. (DIN: ...............), Director of the company, to continue to hold office of Independent Director of the company till his current tenure of appointment which ends on (date) notwithstanding that Mr./Ms. ...... ............... has already crossed 75 years of age on (date).”

Explanatory Statement as required under Section 102 of the Companies Act, 2013

Mr./Ms. ....... ................, Independent Director, was appointed on the Board of the company on (Date) in compliance of Section 149 of the Companies Act, 2013, and his/her appointment as an Independent Director of the company for a fixed term of 5 years was made at the Annual General Meeting held on (Date). His/Her current term in the office of Independent Director is up to (Date).

Mr./Ms. is currently holding the Chairman position of ......... Committee of the Board. He/She is also a member of ............. Committee and ............. Committee.

In terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015—

   "No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person."

Recently, on (Date) he/she has attained the age of 75 years and hence, as per the requirement of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a special resolution needs to be passed seeking the approval of the shareholders for continuation of his/her directorship in the company.

(mention about his/her brief educational qualification and job experience)

(mention about the areas he/she contributes to the company)

The Board is of the opinion that the continued valuable contribution of Mr./Ms. ..... ................. could be of great use for your company. He/She possesses required expertise as a Non-Executive Independent Director. He/She has diverse experience in the ........ industry for last ....years. His/Her opinions and suggestions in the past have proven to be beneficial for the company.

Other than Mr./Ms. ........ ................, none of the Directors, Key Managerial Personnel of the company and their respective relatives, are concerned or interested in the above Resolution, financially or otherwise.

The Board commends the above mentioned Resolution as set out in Item No. ... as a Special Resolution for your approval.

Details of Directors seeking Appointment/ Continuation in office


Particulars                             Mr./Ms. ...(Name)...

DIN                                         .................................

Date of Birth (Age)                 .................................

Date of Appointment               .................................

Qualifications                          .................................

Expertise in specific
functional areas                       .................................

Directorships held in
other public companies
(excluding foreign
companies and Section 8
companies)                             .................................

Memberships /
Chairmanships of
committees of other
public companies
(includes only Audit
Committee and
Stakeholders'
Relationship Committee.)      .................................

Number of shares held in
the company                          .................................

Number of Board Meetings
attended during 20XX-XX
(up to .......... 20XX)               .................................




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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.