Chairman - retiring as director at agm

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Querist : Anonymous

Querist : Anonymous (Querist)

08 November 2012 Dear Sir

please advice, if the Chairman of the company is retiring at an AGM, what provision of company law allows him to chair the same AGM.

Ajay Mishra

Ajay Mishra (Expert)
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08 November 2012 Hi

Please confirm, whether such director is additional director and he is not regularize at AGM.

I will suggest you to appoint other director as chairman before the AGM in Board Meeting and who will preside over the AGM as Chairman.

Querist : Anonymous

Querist : Anonymous (Querist)

08 November 2012 Sir, he is not being regularised at AGM. the Board meeting hasnt appointed anyone as chairman, what provision should i refer for asking some other director as Chairman for AGM

Ajay Mishra

Ajay Mishra (Expert)
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10 November 2012 Hi

Yes, elect one director for chairman.

Section 175(1) states that unless the articles otherwise provide, the members present in person at a meeting shall elect on show of hand one of their members to be the chairman. The articles of association of some companies contain provisions corresponding to the ones in Regulation 50, 51 and 52 of Table A about the appointment of chairman of the company’s general meetings. Otherwise, if regulations of Table A are not excluded, the said regulations apply.
Regulation 50 of Table A provides that Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company.
Regulation 51 of Table A says that, if there is no chairman or he is not present within 15 minutes after the appointed time of meeting or is unwilling to act as Chairman of the meeting, the directs present shall elect one among themselves to be the Chairman of the meeting.
Regulation 52 of Table A provides that if, at any meeting, no director is willing to act as Chairman or if no director is present within 15 minutes after the appointed time of meeting, the members present should choose one among themselves to be the chairman of the meeting.
So, it is clear that a member of the company can be a chairman of the general meeting, if he is elected by members as per Regulation 52 of Table A. If after the election of the chairman on a show of hands, poll is demanded, it must be taken forthwith and the chairman elected by show of hand will exercise the power of chairman till the poll is taken. [Section 175(2)] If a different person is elected as chairman on poll, then he will be the chairman for the rest of the meeting, if the articles are silent, the member can elect one among themselves as chairman of the meeting through a show of hands, unless the poll is demanded. Usually the permanent chairman is allowed a few minutes grace time, before another member is elected to the chair. Such a chairman appointed to chair the meeting the question gives way to the regular chairman upon the arrival of the latter, by vacating the chair.

Querist : Anonymous

Querist : Anonymous (Querist)

10 November 2012 Thank you so much sir for throwing light on the subject.

But my concern is

1) what provision of the act restricts the current Chairman who is retiring in the AGM to preside over the chair throughout the AGM
2) What provision restrcits him to chair the agenda concerning his reappointment as director in the AGM

looking forward to your advice

Ajay Mishra

Ajay Mishra (Expert)
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10 November 2012 Hi

Please you should ensure about the provisions of chairman and I think, at the time of adoption of draft notice or retiring of director who is chairman also will retire in upcoming AGM.

I think, you should already decide on the matter at the time of approval at Board meeting.

You have option to appoint other director/member as chairman in the AGM subject to compliance of your company's articles.

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