Directors

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Rishav Saraf (Querist)
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12 October 2011 Are the directors appointed by proportion representation u/s 265 counted in 'Total No. of Directors' for the purpose of sec 255/256 or they are exempted from total no of directors?

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sumit jain

sumit jain (Expert)
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12 October 2011 Sec 265 overrides entire Companies Act (including Sec255 & 256)

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Rishav Saraf

Rishav Saraf (Querist)
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12 October 2011 Sec 265 says that minimum 2/3rd of the directors shall be appointed by proportional representation. So, what happens to the remaining 1/3rd of the directors. Are the provisions of Sec 255/256 applicable to the remaining directors or they will also be the non-rotational directors?

Rishav Saraf

Rishav Saraf (Querist)
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sumit jain

sumit jain (Expert)
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12 October 2011 sec 255/256 cannot be applied bcoz there must be at least 2/3rd of TOTAL NUMBER OF DIRECTORS who should be rotational

That's what I think

CS Priyanka Jaiswal

CS Priyanka Jaiswal (Expert)
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12 October 2011 Sumit is correct that Sec 265 overrides all other section but it is nowhere mentioned that they are exempted.....they are counted for the purpose of total no. of director and then only you can decide how much of 2/3rd will be directors by proportional representation....hence yes they are counted to determine the total no. of directors....

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Rishav Saraf

Rishav Saraf (Querist)
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12 October 2011 @Priyanka- understood. But does that mean the remaining 1/3 rd of the director shall be non- rotational and they cannot be removed before expiry of their term otherwise by sec 283 and 284?

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