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Re appointment of Whole time Director in a listed Company

Priti (Company Secretary) (96 Points)

17 June 2010

Dear All,

What are the consequences of not re-appointing a Whole time Director when he was supposed to be re appointed but was not appointed and he continued to hold office as the whole time director of the company.

The situation is like,

Mr.A, Whole time Director of XYZ Ltd. (a listed Company) was reappointed on 1.04.2004 for a period of 5 yrs. The said period expired on 31.03.2009, but Mr. A was not re appointed and continued to hold office as a Whole time Director. The said mistake was found on 16.06.2010. Now i wanted to know what should be done?

Please advice.

Kindly treat as urgent

Regards,

Priti

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2 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 June 2010

Hi Priti,

Please tell me do you have any other managerial personnel on board for the sake of section 269?

However let me tell you for the re-appointment of MD or WTD there is no need to inform Stock Exchange under Listing Agreements.

If you have no one on board except this WTD pursuant to section 269 then failure to re-appoint such WTD is a violation of section 269. However he is still a director on board but lost his WTD status.

Back date fixation is almost impossible in your case.

Regards

Priti (Company Secretary) (96 Points)
Replied 18 June 2010

Thanks for the reply Ankur Ji

There is no other Managerial personnel on the Board pursuant to Sec 269 of the Act. I would like to add that even the re appointment has not been made but the Director is holding office as A WTD and complying with other provisions in regards to Listing Agreement like signing of Un-audited Financial Results etc.

Can u please tell me what should be the next step?

Regards,

Priti