MC Odd Lot: After 200-day delay, company alerts exchanges about resignation of independent director

Strangely enough, the company had informed the exchanges about two other non-executive independent directors' resignation through a filing on July 16.

Nearly eight months after an independent director's resignation, the company has informed the exchanges of it.

The Sebi (Listing Obligations and Disclosure Requirements) Regulations or LODR Regulations require a listed entity to disclose the resignation of an independent director along with the reasons within seven days of the event.

However, Sofcom Systems informed the exchanges after more than 200 days of the resignation of non-executive independent director Nirav Rohitkumar Shah that was effected on December 22, 2023.

Also read: Sebi proposes expanding sustainable finance framework; suggests securitised instruments

Moneycontrol has written to the company and the article will be updated with the response when it comes in.

The company first alerted the exchanges of his resignation through a filing dated August 10. Then, it filed a revised intimation on August 16 including the reasons for the delayed disclosure.

In an exchange dated August 16, the IT service company said that the delay was caused to health issues faced by their compliance officer and because the management was "pre-occupied" with business operations and strategising.

The filing stated, "Pursuant to the provisions of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), read with Clause 7(B) of Para A of Part A of Schedule III of the Listing Regulations, we hereby intimate that Mr. Nirav Rohitkumar Shah (DIN: 07246610), has tendered his resignation from the post of Non-Executive Independent Director of the Company with effect from December 22, 2023."

In the resignation letter, Shah wrote that he was resigning because of personal and health reasons. He wrote, "I am not able to devote my time to the company's business due to my personal and health issues."

He added that there was no other material reason for the resignation.

On the delay in informing the exchanges about his resignation, the filing stated, "The Company Secretary and Compliance Officer was unavailable due to health issues and other personal reasons; Also the management was preoccupied with critical business operations and strategic decisions, it led to delay in filing intimation of resignation of Independent Director (Mr. Nirav Rohitkumar Shah), which required their expertise."

Strangely enough, the company had informed the exchanges about two other non-executive independent directors' resignation through a filing on July 16. This was presumably the time during which they could not inform the exchanges about Shah's resignation because of the constraints stated above.

In a July 16 filing, the company had informed the exchanges about the resignation of Apurvabhai Dilipbhai Shah and Alka Rajendra Mehta. Their resignation letters were dated July 16.