Directors Retiring by Rotation

Yes, the provisions of section 255 relating to retire by rotation is applicable to only Public Companies and Private Companies which are subsidiary of Public Company. Thus, in case the company is Public or subsidiary of any public company then provision of section 255 will be applicable and in such case yes, the company may have some non rotational directors but atleast 2/3 directors must be rotational.

I would like to know that can a public ltd. unlisted co. appoint any of its directors say one-third of total no. of directors as non-rotational by passing a oard resolution unanimously?

Dear Mitali,

As per section 255 not less than two-thirds of the total number of directors of a public company, or of a private company which is a subsidiary of a public company, shall be rotational directors. It means law allows the company to have one third non-rotational directors.

So there is actually no need to pass any formal board resolution to declare one-third directors as non-rotational directors.

Please tell me if I’m missing something.

Regards

Thanks Ankur Sir for your reply.

But Sir the names of the non-rotational directors have also been specified.

Whether is it correct?

Where to specified??? I haven't seen anything like that...except the concerned appointment resolution.

Dear Ankur,

Could you please tell me the exact procedure of Section 255 and 256. I am studying it for the first time and i am totally consfused between them...If you have any article on it then please share that with me.