Section 256-automatic reappointment?

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Piyush Lalwani (Querist)
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04 August 2011
Can there be any appointment/reappointment of director without a resolution being passed?

" If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless—

(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of this Act;"

jyoti bhagchandani

jyoti bhagchandani (Expert)
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06 August 2011 At the annual general meeting at which a director retires as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto.

(4) (a) If the place of the retiring director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.

(b) If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless—

(i) at that meeting or at the previous meeting a resolution for the re-appointment of such director has been put to the meeting and lost;

(ii) the retiring director has, by a notice in writing addressed to the company or its Board of directors, expressed his unwillingness to be so re-appointed;

(iii) he is not qualified or is disqualified for appointment;

(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of this Act; or

(v) the proviso to sub-section (2) of section 263 1[***] is applicable to the case.

Piyush Lalwani

Piyush Lalwani (Querist)
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06 August 2011 mam, i just want confirm whether this (iv) point makes this section redundant or not?

because there can be no appointment or reappointment of a director without a resolution in this regard.

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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23 July 2025 Great question! You're referring to Section 256 of the Companies Act, 1956, which deals with automatic reappointment of retiring directors in certain conditions — and particularly sub-section (4), which provides a deemed reappointment mechanism.

Let me break it down and answer your core query:

🧾 What Section 256(4) Says (Simplified):
If a retiring director's place is not filled at the AGM and:

The meeting does not resolve not to fill the vacancy,

And at the adjourned meeting, again the vacancy is not filled,

And there is no express resolution rejecting the reappointment,

Then, the retiring director is deemed to be reappointed, unless one of these 5 exceptions apply:

❌ Exceptions (Clause (i) to (v)):
Reappointment resolution was put to vote and lost

Director expressed unwillingness to be reappointed

Director is disqualified

Appointment requires a special/ordinary resolution under any provision of the Act

Section 263(2) proviso applies (multiple candidates rule)

✅ Now, Your Question: Does clause (iv) make the section redundant?
No, clause (iv) does not make Section 256 redundant. Here's why:

Clause (iv) merely creates an exception to the auto-reappointment rule.

It applies only if the Act requires a resolution (ordinary or special) for that particular reappointment — e.g., appointment of directors over 70 years (Section 269, now 196(3)(a) in CA 2013), or additional director regularization, or section 149/152 (under CA 2013).

So if the reappointment does not require a resolution under any special provision of the Act, then auto-reappointment under Section 256(4) works as intended.

✅ Summary
Situation Auto-reappointment under Sec 256(4)?
No resolution passed, and none of the exceptions apply ✅ Yes, deemed reappointed
Resolution for reappointment failed ❌ No
Special resolution needed for appointment (e.g., under another section) ❌ No
Director is disqualified ❌ No
Director says "I don't want to be reappointed" ❌ No

📌 Conclusion
Clause (iv) is not making the section redundant, it's simply a check to ensure that where the law requires a formal resolution, the auto-reappointment rule doesn't override it.

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