Nominee director retirement

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

21 June 2012 Dear professionalist,

whether nominee director appointed by foreign venture capital investor (pvt equity) is liable to retire by rotation?

If he is not liable to retire by rotation whether pursuant to section 268 of the companies act we need to take prior approval of central government?

urgent reply is sought

Ajay Mishra

Ajay Mishra (Expert)
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21 June 2012 Hi

As per the provisions of section 268 of the Act, CG approval is required where there is any amendment of any existing provisions in the memorandum or articles or an agreement or resolution relating to the appointment or re-appointment of a managing or whole time director or of any other director not liable to retire by rotation.

The provisions of this section are, thus, attracted only when there is an amendment in the existing provisions in the articles of association, etc., and not when a new provision is inserted in the articles of association of a company, etc., relating to the appointment or re-appointment of a managing or whole time director or of any other director not liable to retire by rotation, since the same does not constitute an amendment. [Letter No.1 (120)/CL-I/65, dated 4th November, 1965]

A director not liable to retire by rotation includes an additional director, an alternate director, a director appointed to fill casual vacancy, or a nominated director.

Regards

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