Zodiac Clothing Company Limited (CIN: L17100MH1984PLC033143) has responded to a notice of non-compliance issued by BSE Limited and National Stock Exchange of India (NSE) under Regulation 30 of SEBI (LODR) Regulations, 2015. The disclosure, dated 21st March 2025, addresses the violation regarding the appointment of Mr. Dilip Thakkar as a Non-Executive, Independent Director, despite him being 87 years old. According to Regulation 17(1A) of the SEBI (LODR) regulations, companies must pass a special resolution before appointing a director above the age of 75 years, which Zodiac Clothing failed to do.

Timeline and Violation Details

The notice for non-compliance was received from BSE and NSE on 17th March 2025 at 7:31 PM IST and 11:52 PM IST, respectively. The violation occurred due to the appointment of Mr. Thakkar as an Independent Director without the necessary special resolution being passed.

SEBI (LODR) Regulation 17(1A) mandates that companies must pass a special resolution in cases where an independent director has crossed the age of 75 years before they can be appointed to the Board. However, Zodiac Clothing did not comply with this requirement when appointing Mr. Dilip Thakkar, who had already attained the age of 87 years.

Financial Implications

The financial impact of the non-compliance has been quantified by the company at Rs. 3,06,800 (inclusive of GST), as a result of the violation. While the company acknowledges the oversight and the delay in making the corporate announcement, it has expressed regret for the incident and has requested the authorities to condone this inadvertent delay.

Company's Commitment to Compliance

Zodiac Clothing has reassured stakeholders that the company will continue to comply with all SEBI (LODR) Regulations moving forward. The company has emphasized that it is committed to ensuring full regulatory adherence in the future.

Conclusion

Zodiac Clothing’s regretful disclosure follows the receipt of regulatory notices from the BSE and NSE for non-compliance regarding the appointment of Mr. Thakkar. The company has taken steps to address the oversight and assured continued compliance with SEBI regulations. Shareholders and stakeholders can expect the company to act swiftly to correct the oversight and adhere to the SEBI guidelines in future appointments and corporate actions.

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