calculation under 255, 256

Hi

Please tell me if in a comapny there are 6 Director including 1 MD which is non rotational. then whether as per section 256 it is 2 directors that will retire in the AGM or not?

yes 2 directors should retire in AGM.

Hello,

In the present case company has 6 directors in office. The number of Director liable to retire by rotation u/s 255 comes to 4 (2/3^rd of 6 is 4). Managing Director comes in the balance 2 Non-rotational directors.

Director should retire u/s 256 ==== Nearest to 1/3^rd of rotational directors comes to 1. (1/3^rd of 4 is 1.33 i.e. nearest to 1.33 is 1).

 

Conclusion

Therefore one director shall retire from the office at the ensuing AGM. However he shall be eligible for re-appointment.

Best Regards

No ankur sir is explain the provision very well only 2/3rd of rotational only one 1/3rd as retire by rotation.

Yes I agree. 

In This Case the Company has 6 Directors including 1MD who is appointed for a fixed time

Minimum number of Directors who are req to rotate is 2/3 of the total number of Directors.as per Sec 255

Therefore its 2/3 of 6 =4 directors.

But in this case, except MD all the other 5 of them are rotational.

So 1/3 of 5 are req to rotate in the upcoming AGM, which comes to 1.66, rounded off to 2 Directors, as per setion 256......

Hope u understood, Poonam!

thank u Ankur Sir, i was probably wrong n 1 director would retire

Because as per Section 256, 1/3 of the directors r to retire by rotation (as determined u/s 255 which is 4  and not 5)

Therfore 1 Director would retire

No doubts poonam, u can go ahead with the conclusion of ankur sir.

others plz take note that,section 256 and 255 need be read together. Section 255 says about the quantum of Rotational Directors ,ie, not less than 2/3rd of the total number of directors of public company shall be persons liable to determination by retrement of directors by rotation.

then section 256 says : 1/3rd  of directors  as are liable to retire by rotation shall retire from office.

So here , as caculated by the learned member 4 (2/3rd of 6) should be directors liable to retire by rotation or in other words u can have 2 amongst 6 being the directors not liable to retire by rotation.

now amongst this 4 directors , as per sec 256 , 1 ( nearest of 1/3rd of 4 ) shall retire at the ensuing AGM., eligible for reappointment.

Thank you  all for such perfect replies.