Interpretation Of Company Law SEC 152 ( 6 )( d )

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This discussion explores the interpretation of Section 152(6)(d) of the Company Law concerning director retirements. The core question is whether the phrase 'determined by lot' applies only when there's no prior agreement among directors, or if it can also be used subject to an agreement. The original poster argues that 'determined by lot' applies in both scenarios due to the use of 'and' between 'in default of' and 'subject to any agreement'. Others suggest the lot only applies in default of an agreement, as drawing lots would be redundant if an agreement exists.

Kapil Kumar Singh Adv

Kapil Kumar Singh Adv (Querist)

20 January 2020 ......but as between persons who became directors on the same day ,
those who are to retire shall ,
in default of and subject to any agreement among themselves ,
be determined by lot.

My question is that " be determined by lot " applies to

" in default Of "

or " subject to any agreement among themselves "

or both .

My interpretation is this that " be determined by lot " applies to both i.e.

-- in default of any agreement among themselves ,be determined by lot

--- subject to any agreement among themselves , be determined by lot

Because the word used in between " in default of " " subject to " is AND .

Most of the authors / teachers say that

-- "those who are to retire shall , in default of any agreement among themselves. be determined by lots "

---"those who are to retire shall , be determined as per the agreement among themselves '

which in my opinion is not correct

Please interpret the section and express your views on this interpretation

Thanks

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

21 January 2020 If there is an agreement to retire, drawing a lot is meaningless.
Therefore, teacher's view seems to be correct.

Kapil Kumar Singh Adv

Kapil Kumar Singh Adv (Querist)

21 January 2020 Sir if that is the case then why the word AND is being used in between " in default of AND subject to any agreement ...."

e.g. Apples AND Oranges are good for health .

In my opinion it can be written as -

1, Apples are good for health

2. Oranges are good for health

because the word used in between apples and oranges is AND

I know i am doing hair spliting but i am not convinced of their views

thanks

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