Section 152: Appointment of Directors

Applicability of Section 152:  Public Company only, not applicable on private company or Government Company.

Appointment of First Directors

If no provision in articles: The subscribers to the memorandum being individuals shall be deemed to be the first directors of the company until the directors are duly appointed

One Person Company: Individual being the member shall be the first director unless the director is duly appointed by the member as per the provisions of this section.

Appointment: Every Director shall be appointed at the Annual General Meeting of the Company.

DIN: Director Identification Number (DIN) u/s 154 is compulsory before appointing an individual as a Director.

Declaration of Disqualification: Every person being appointed as a Director in the Annual General Meeting must furnish a declaration that he is not disqualified to be a director u/s 164(1) of Companies Act, 2013

Consent by the Director to Company and to ROC: The Director so appointed shall not hold the office until he gives his consent to the Company in Form DIR-2 and such consent has been filed to ROC in form DIR-12 within 30 day of his appointment.

For appointment of Independent Director in Annual General Meeting, the explanatory statement shall be attached along with the notice of General Meeting declaring that he fulfills the conditions in the opinion of the Board as specified in the Act.

Retirement of Directors

Unless the articles provide for retirement of all the Directors at every Annual General Meeting of the Company, not less than 2/3^rd of the total number of Directors of the Public Company shall be the persons whose period of office is liable to determination by retirement of Directors by rotation;

The remaining Directors, i.e. 1/3^rd of the total number of directors shall be appointed by the company in the Annual General Meeting.

In case of Public Company, at every Annual General Meeting, including the first Annual General Meeting of the Company, 1/3^rd of such number of directors (2/3^rd liable to retire) shall retire from the office.

However, if their number is 3 or not in multiple of 3, the number nearest from 1/3^rd shall retire from the office.

The directors to retire by rotation shall be those who have served for the longest period in the office since their last appointment, but in case of persons who were appointed on the same day, subject to any agreement between themselves, be determined by the lot.

The Annual General Meeting where a Director retires as aforesaid, the company may fill up the vacancy by appointing a retiring director (retiring by rotation) or some other person to the Board.

The total number of directors shall not include Independent Directors.

Adjournment of Meeting

In case the vacancy of the retiring directors (retiring by rotation) is not filled and the annual general meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned.

However, where the director is not appointed even in the adjourned meeting, and the meeting has not expressly resolved to not to fill the vacancy, the retiring directors (retiring by rotation) shall be deemed to have been reappointed at the adjourned meeting unless –

1.  The resolution for re-appointment has been put to the meeting and lost;
2.  Expressed unwillingness to be re-appointed;
3. Not qualified or disqualified;
4. Where special or ordinary resolution is required for appointment or re-appointment;
5. Appointment u/s 162 of the Act (appointment of the directors to be voted individually)

References:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Contact:

CS Divyanshu Bansal

Ph: +91-9958381905

Email ID: divyanshubansal401@gmail.com

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Specified Securities (PART - 2)

               Obligations of Listed Entity which has listed its specified Securities

S.No.	Particulars	Regulation	Details
1.	Annual Report	Regulation 34	Annual report to be submitted to the stock exchange within 21 days of it being approved and adopted in the AGM. For the top 500 listed entities – Business Responsibility Report (BRR) to be the part of Annual Report.
2.	Annual Information Memorandum	Regulation 35	It shall be submitted to the stock exchange in the manner specified by the Board.
3.	Documents and Information to shareholders	Regulation 36	Sending of Annual Report: 1.  Soft copies of full annual report to the shareholders who have registered their email address. 2. Hard copies to the shareholders containing disclosures as per Section 136 of Companies Act to shareholders who have not registered their email address. 3.  Hard copies of full annual report to the shareholders on their request. Annual report shall be sent at least 21 days before the AGM. Detail to shareholders in case of appointment or re-appointment of a director : a.    Brief resume of director; b.    Nature of expertise; c. Relationship with directors inter-se; d.  Name of listed entities where he holds directorship and committee membership of the board; e. Shareholding of non executive directors.
4.	Draft scheme of arrangement	Regulation 38	1.   The listed entity shall file it with the stock exchange to obtain NOC, before filing such scheme with court or tribunal. 2.   The NOC shall be placed along with the scheme to the Court or Tribunal. 3.   The validity of the NOC shall be for 6 months from the date of issuance. 4. The listed entity shall ensure compliance with other requirements as required by the Board. 5.   After the scheme is sanctioned by the Court or Tribunal, the documents shall be submitted to the stock exchange.
5.	Minimum Public Shareholding	Regulation 38	It shall be complied as per the requirements specified in Rule19 (2) and Rule 19A of Securities Contracts (Regulation) Rules, 1957. The provision of this regulation shall not apply to entities listed on institutional trading platform without making public issue.
6.	Issuance of Certificates or Receipts / Letters / Advices for securities and dealing with unclaimed securities	Regulation 39	The listed entity shall comply with Rule 19(3) of Securities Contract (Regulations) Rules, 1957 in respect of Letter/ Advices of allotment, acceptance of rights, transfers, subdivision, consolidation, renewal, exchanges, issue of duplicates thereof or any other purpose. In case of loss, duplicate certificates shall be issued within 30 days from the date of lodgment. The entity shall submit to the exchange regarding the loss of share certificates and issue of duplicate certificates within 2 days of getting information.
7.	Transfer / Transmission / Transposition of securities	Regulation 40	1.    The Board of the listed entity may delegate the power to committee or to the compliance officer or to RTA. 2.    However the delegated authority or board shall attend the formalities pertaining to the transfer of securities at least once in a fortnight. 3. The delegated authority shall report on transfer of securities to the board in each meeting. 4. The transfer shall register the transfer or issue a valid objection, if any, within 15 days from the receipt of request of transfer; else it shall compensate the aggrieved party for the opportunity losses caused during the period of delay. 5.   The transmission request shall be processed within 7 days for securities in demat mode and in 21 days for securities in physical mode, after receipt of the specified documents. 6. Proper dated records of all correspondence with investor shall be maintained by the listed entity. 7.   It shall be insured that the RTA produces a certificate from PCS within 1 month of the end of each half year, certifying that all certificates have been issued within 30 days of the date of lodgment for transfer or as the case may be.
8.	Record date or date of closure of transfer books	Regulation 41	Record date shall be intimated to the stock exchange for the following purpose – a.    Declaration of dividend; b. Issue of right / bonus shares; c. Issue of shares for convertible securities d.    Shares arising out of rights attached to debentures or other securities; e. Corporate actions like merger, demerger, split, bonus shares f.    Other purposes specified by stock exchange. The entity shall give at least 7 clear working days notice to stock exchange specifying the purpose of record date. The entity shall recommend or declare dividend or cash bonuses at least 5 clear working days before the record date fixed for such purpose. There shall be a time gap of at least 30 days between two record dates. For securities in physical form, the entity may announce the date of closure of transfer books in place of record date for complying with the provisions as specified above.
9.	Dividends	Regulation 43	The entity shall declare and disclose the dividend on per share basis. The entity shall not forfeit unclaimed dividend before the claim becomes barred by law and such forfeiture, if effected, shall be annulled in appropriate cases.
10.	Voting by shareholders	Regulation 44	The listed entity shall provide the facility of remote e voting facility to its shareholders in respect of all shareholders’ resolutions. The facility of remote e-voting shall be provided in accordance with the conditions specified in Companies (Management & Administration) Rules, 2014. The details regarding the voting results shall be submitted to the stock exchange within 48 hours of the conclusion of the AGM, as per the format specified by the Board. The listed entity shall also send the proxy forms to holders of securities in all cases mentioning that the holder can vote for or against the resolution.
11.	Change in name of listed entity	Regulation 45	1.  A time period of at least 1 year must have elapsed between the last name change; 2.    At least 50 % of the total revenue in the preceding  year has been accounted for by the new activity suggested by the name change; 3.  The amount invested in the new activity shall be at least 50% of the assets of the listed entity. The listed entity shall change its name in 6 months from the change of activities, in case the name of listed entity is not reflected with the new activities. The listed entity shall submit to the stock exchange a certificate from CA stating compliance with the conditions specified above, before filing the request of name change with ROC.
12.	Website	Regulation 46	The listed entity shall maintain a functional website containing the basic information about the listed entity with certain information as mentioned in Regulation 46(2) of Listing Regulations.
13.	Advertisement in newspapers	Regulation 47	1.    Notice of meeting of board of directors where financial results shall be discussed; 2.    Financial results as specified in Regulation 33, along with modified opinion, if any, expressed by auditor. 3.    Statement of deviation or variation as specified in regulation 32(1); 4.    Notice given to shareholders by advertisement; 5.    The link of website of listed entity and stock exchange where shares are listed, shall also be given for 1 to 4 above; 6.    The above information in 1 to 4 shall be published in newspaper and simultaneously to be submitted to the stock exchange; 7.    The financial results shall be published within 48 hours of conclusion of the Board meeting in which the financial results were approved; 8.      Information in 1 to 4 above shall be published in one English national daily newspaper circulated in whole of India, and in one daily newspaper in the language of region, where registered office of the entity is situated.
14.	Accounting standards	Regulation 48	The listed entity shall comply with the Accounting Standards as specified from time to time.

References:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Contact:

CS Divyanshu Bansal

Email ID: divyanshubansal401@gmail.com