Reg 17(1C) shareholder approval for a director or manager
Shareholder approval for the appointment, re-appointment or continuation of a director or a manager, on the earlier of the next general meeting or three months.
3 months from the appointment, or the next general meeting
Counted from the date of appointment of the director or the manager
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
Approval has to come at the next general meeting or within three months of the appointment, whichever is earlier. Time taken to obtain a regulatory, government or statutory approval does not count towards the three months, under a proviso added with effect from 13 December 2024. A person nominated by a financial-sector regulator, a Court or a Tribunal is outside the rule.
This obligation is often cited as Reg 17(1A), which is a different rule about directors aged seventy five and above. The approval timeline is Reg 17(1C), and since 13 December 2024 it excludes time spent obtaining a regulatory, government or statutory approval and carves out nominees of a financial-sector regulator, a Court or a Tribunal.
Deadlines counted from an event
Approval of the shareholders at the next general meeting, or within three months of the date of appointment, whichever is earlier. Ninety days is how this engine counts three months; the rule says three months. The time taken to obtain a regulatory, government or statutory approval is excluded from that period, under the proviso inserted with effect from 13 December 2024.
For a public sector undertaking, approval is required at the next general meeting. The three-month alternative does not apply, so there is no day count at all: the deadline is the date of that meeting, which the entity fixes.
The rule
Approval of the shareholders at the next general meeting, or within three months of the date of appointment, whichever is earlier. Ninety days is how this engine counts three months; the rule says three months. The time taken to obtain a regulatory, government or statutory approval is excluded from that period, under the proviso inserted with effect from 13 December 2024.
For a public sector undertaking, approval is required at the next general meeting. The three-month alternative does not apply, so there is no day count at all: the deadline is the date of that meeting, which the entity fixes.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- Appointment, re-appointment or continuation of a director, and appointment of a manager
- A person nominated by a financial-sector regulator, by a Court or by a Tribunal is carved out, under the amendment effective 13 December 2024.
- Time taken to obtain a regulatory, government or statutory approval does not count towards the three months.
- A public sector undertaking takes only the next general meeting limb.
Statutory basis
Before you file
- Record the date of appointment of the director or the manager.
- Check whether the person was previously rejected by the shareholders, because that needs prior approval instead.
- Check whether a financial-sector regulator, a Court or a Tribunal nominated the person.
- Record the dates of any regulatory, government or statutory approval process, because that time is excluded.
- Fix the general meeting date, or a postal ballot, inside the period.
How to file
- Put the appointment to the shareholders at the next general meeting.
- Hold a general meeting or a postal ballot within three months if the next general meeting falls later.
- Exclude the time spent obtaining any regulatory, government or statutory approval from that count.
- Submit the voting results to the exchanges under Reg 44(3).
- Disclose the appointment under Reg 30 read with Schedule III Part A Para A clause 7.
General meeting or postal ballot, with results filed to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
- Without shareholder approval inside the period the person cannot continue in office, so the entity risks a board or committee falling below its required composition
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Is this Reg 17(1A)?
No. The approval timeline is Reg 17(1C). Reg 17(1A) is a different rule: it bars appointing or continuing a non-executive director aged seventy five or above without a special resolution.
Does the three months run while a regulatory approval is pending?
No. A proviso added with effect from 13 December 2024 excludes the time taken to obtain a regulatory, government or statutory approval.
What if the shareholders rejected the person before?
Then approval has to come first. Reg 17(1C) still requires prior approval for a person the shareholders previously rejected.