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Retirement of directors

29 August 2015

What is the difference between the provisions relating to retirement of directors as per Section 152(6)(a) and 152(6)(c) of the Companies Act, 2013 because I find that the number of directors to retire by rotation in the two clauses are different, viz, Two third in the former case and one third in the latter.

Please help.

(Refer Page 93 of the file attached below)

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6 Replies

Rama chary Rachakonda (Master in Accounts & Lawyer email ID:ramachary64@gmail.com voice no:9989324294) (3303 Points)
Replied 29 August 2015

Section 152 (6) – retirement of directors by rotation not applicable to private companies which are subsidiaries of public companies which was hitherto covered by the Act.

For the purpose of calculation of two thirds of “total number of directors” independent directors shall not included in the “total number of directors”

but in sub section (6)(c) it says that (c) At the first annual general meeting of a public company held next after the date of the general meeting at which the first directors are appointed in accordance with clauses (a) and (b) and at every subsequent annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.

prakash (Company Secretary) (1352 Points)
Replied 29 August 2015

Dear Achinth,

As per 6 (a) unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall be persons whose period of offfice is liable to determination by retirement of directors by rotatiion.

as per 6(b), at every subsequent AGM, one-third of such of the directors for the time being as are liable to retire by rotation or if their number is neither three nor a multiple of three, then, the number nearest to one-third shall retire fro office.

Total number of directors shall not include independent directors.

illustration: if the Company have 9 Directors consisting of 3 Independent Director, Pursuant to clause 6(a) , 4 directors are liable to determination by retirement by rotation (Independent directors not included) and pursuant to clause 6(b), out of four, one third is liable to retire in AGM, it means one directors is liable to retire.

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Kalpesh Veer (PCS) (795 Points)
Replied 31 August 2015

Dear Prakashji,

Is section 152 (6) not applicable to private company which are subsidiary of holding public company. is definition given in section 2(71) of act not applicable to this section?

Regards,

Kalpesh Veer

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 06 September 2015

Dear Parkash Ji,

As per your illustration, the director who shall retire will be 2 as 1/3rd of 4 is 1.33 so any point more than the 1 shall be round off to the next figure i.e. 2