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Query regarding directors retiring by rotation

ACS Deepika Chowdhary (Company Secretary) (280 Points)

16 May 2012

Hello Everyone.. Please help me in answering my following queries:

Our Company is a Listed Company has total 10 Directors in 2:8 ratio of Executive Director and Independent Directors. We are retiring 3 Directors out of 8 Independent directors who are liable to be retire by rotation but we are not reappointing two of them at the forthcoming AGM (managment's decision). Now my query regarding this point is-

How should we show it in Notice of AGM, or it would be enough to record their retirment and non appointment in Board Meeting minutes only?
Is it necessary for us to fill up the vacancy arising due to their non appointment and if yes, then within what time period?

Request all senior members to reply on my query as i need to discuss it with me seniors by tommorow.

Regards

Deepika

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Priyanka (Assistant Company Secretary) (905 Points)
Replied 16 May 2012

1. Reference will be enough as far as I think

2. As per Listing Agreement :An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director within a period of not more than 180 days from the day of such resignation or removal, as the case may be:

Provided that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director within the period of 180 days shall not apply.

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