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# calculation under 255, 256

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 poonam n.a. [ Scorecard : 25] Posted On 07 May 2010 at 15:53 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? nidhi student [ Scorecard : 58] Posted On 07 May 2010 at 16:08 yes 2 directors should retire in AGM. Ankur Garg Company Secretary and Compliance Officer [ Scorecard : 75634] Posted On 07 May 2010 at 16:17 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 (2/3rd of 6 is 4). Managing Director comes in the balance 2 Non-rotational directors. Director should retire u/s 256 ==== Nearest to 1/3rd of rotational directors comes to 1. (1/3rd 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 Total thanks : 2 times Babit Khurana learning is my passion [ Scorecard : 331] Posted On 08 May 2010 at 12:51 No ankur sir is explain the provision very well only 2/3rd of rotational only one 1/3rd as retire by rotation. Narendra Verma Senior Executive [ Scorecard : 112] Posted On 08 May 2010 at 13:18 Narendra Verma Senior Executive [ Scorecard : 112] Posted On 08 May 2010 at 14:36 Yes I agree. Prasanth Nair V ACA,ACS,CWA Final,Mcom [ Scorecard : 551] Posted On 08 May 2010 at 15:17 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! nidhi student [ Scorecard : 58] Posted On 12 May 2010 at 08:34 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 Neeta CS [ Scorecard : 341] Posted On 12 May 2010 at 10:36 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. poonam n.a. [ Scorecard : 25] Posted On 12 May 2010 at 13:22 Thank you  all for such perfect replies.

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