TaxTMI 
TaxTMI 
2023 (12) TMI 38
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.... Nishit Dhruva, Ms. Shefali Shankar, Ms. Rasika Ghate, Mr. Harsh Sheth, Advocates i/b MDP & Partners for the Respondent Nos. 2 (SEBI) Mr. Ankit Lohia, Advocate with Mr. Shlok Bodas, Advocate i/b Parinam Law Associates for the Respondent Nos. 1 (NSE). ORDER Two appeals have been filed against the communication dated August 21, 2023 passed by BSE Limited ('BSE' for short) and National Stock Exchange of India Limited ('NSE' for short) wherein a fine was levied on account of non-compliance of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR Regulations' for short) pursuant to the appointment of Mr. Swaminathan Sivaram as an additional director in the category of non-executive inde....
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....al of members by way of special resolution in the 36th Annual General Meeting of the Company. It may be noted here that Mr. Swaminathan Sivaram had already attained the age of 75 years and therefore his appointment was subject to the approval of the members by way of special resolution. 5. The 36th Annual General Meeting of the Company was held on August 10, 2023 in which the resolution of the board of directors was approved by way of a special resolution by the members of the Company. By the impugned order dated August 21, 2023 the respondent BSE communicated to the appellant that they were not in compliance with Regulation 17(1A) of the LODR Regulations and accordingly imposed a fine of Rs. 1,08,560/-. Similar fine was also imposed by ....
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....13 provides that every Company shall have board of directors consisting of individuals as directors. 11. Section 152(2) of the Companies Act provides as under:- "Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting". The aforesaid provision indicates that directors can only be appointed by the Company in the Annual General Meeting. 12. Section 161(1) of the Companies Act provides as under: "The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an Additional Director at any time who shall hold office up to the date of the nex....
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....r appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier." 17. Regulation 17(1A) provides that no listed company shall appoint a person as a non-executive director who has attained the age of 75 years unless a special resolution is passed by the members of the Company. Regulation 17(1C) provides that the listed entity shall ensure that approval of shareholders for appointment of a person on the board of directors is taken at the next general meeting or within a period of 3 months from the date of appointment whichever is earlier. 18. Thus, from a conjoint reading of Section 149, 1....