Additional director included in total number for sec 152?

Hi, 

Section 161{4}

“(4) In the case of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board:

Provided that any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated.”

Therefore if the director appointed by way of filling casual vacancy is  appointed in place of Original Director  by whose casualty the vacancy is creates was liable to retire by rotation, the former is also liable to retire by rotation.

Section 152(6)- Retirement of Director by Rotation say that" A person liable to retire by Rotation must be appointed by the Company in General Meeting i.e. appointed by the Member of the Company.

And as we know that Additional Director/s are appointed by Board and not by member.

Therefore it is crystal clear that Additional Director shall not be counted for Total No. Of Rotational Directors.

Section 152(6)- Retirement of Director by Rotation say that" A person liable to retire by Rotation must be appointed by the Company in General Meeting i.e. appointed by the Member of the Company.

And as we know that Additional Director/s are appointed by Board and not by member.

Therefore it is crystal clear that Additional Director shall not be counted for Total No. Of Rotational Directors.

As per sec 152(6) the term "total no. of directors"  shall not include Independent directors and nominee directors.

As per sec 152(6) the term "total no. of directors"  shall not include Independent directors and nominee directors.