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directors retire by rotation

Ritika Jain (CS) (38 Points)

09 October 2010

hi friends i want to ask that what is applicable on private companies as far as retiring by rotation of directors is concerned an an AGM?

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4 Replies

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 09 October 2010

No, it is not applicable to Pvt Company .

Yes but it is subsidiary of Public Company than it is applicable.

regards.

Otherview are welcome.

Prathyush.P.G. (Derivative analyst and CA Coaching ) (179 Points)
Replied 09 October 2010

sec 256

1) At the first annual general meeting of a public company, or a private company which is a subsidiary of a public company held next after the date of the general meeting at which the first directors are appointed in accordance with section 255 and at every subsequent annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then, the number nearest to one-third, shall retire from office.

(2) The directors to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, 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.

(3) 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 I this Act; or

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

ARCHNA (Student) (160 Points)
Replied 10 October 2010

there is no such requirement (i.e. Directors needs to be retired by rotation) as per Companies Act for private Company, However the articles of a pvt co. may provide any such requirement for retirement of directors..

Ajay Mishra (Company Secretary) (74342 Points)
Replied 11 October 2010

The provisions of section 255, 256 and 257 is not applicable to private company. But provisions of these sections are covered in private company's article, then they comply this.

Regards