Reg 17(1A) non-executive director aged seventy five or above
A special resolution is needed before a non-executive director aged seventy five or above can be appointed or continue in office.
Standing duty, no filing date
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
There is no filing deadline. Reg 17(1A) is a condition: a listed entity cannot appoint or continue the directorship of a non-executive director who has attained the age of seventy five years unless a special resolution approves it. The proviso added with effect from 13 December 2024 says the resolution can be passed at the appointment or re-appointment, or at any time before the director turns seventy five.
The candidate list this lane was built from labelled Reg 17(1A) as a director appointment approval timeline. It is not. Reg 17(1A) governs a non-executive director aged seventy five or above and requires a special resolution. The approval timeline is Reg 17(1C), which is a separate obligation.
Deadlines counted from an event
No listed entity may appoint a person, or continue the directorship of a person, as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Under the proviso inserted with effect from 13 December 2024, that special resolution may be passed at the time of appointment or re-appointment, or at any time before the director attains the age of seventy five. The explanatory statement must set out the justification for the appointment.
The rule
No listed entity may appoint a person, or continue the directorship of a person, as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Under the proviso inserted with effect from 13 December 2024, that special resolution may be passed at the time of appointment or re-appointment, or at any time before the director attains the age of seventy five. The explanatory statement must set out the justification for the appointment.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- A non-executive director who has attained, or will attain, the age of seventy five years
Statutory basis
Before you file
- Track the date of birth of every non-executive director.
- Identify each non-executive director who will reach seventy five during the term.
- Prepare the justification for the explanatory statement.
- Plan the special resolution before the director reaches seventy five, or at the appointment or re-appointment.
How to file
- Include the special resolution in the notice of the general meeting.
- Include the justification in the explanatory statement.
- Pass the special resolution before the director reaches seventy five, or at the appointment or re-appointment.
- Submit the voting results to the exchanges under Reg 44(3).
General meeting of shareholders, 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 the special resolution the director cannot continue, so the board composition can fall out of compliance with Reg 17(1) on the director's birthday
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 Reg 17(1A) an appointment approval timeline?
No, and this is a common mix-up. Reg 17(1A) is the seventy five year age rule for a non-executive director. The approval timeline for a director or manager sits in Reg 17(1C).
When does the special resolution have to be passed?
At the appointment or re-appointment, or at any time before the director attains seventy five. The proviso allowing the earlier route was inserted with effect from 13 December 2024.