Minimum no. of director

Dear All

I have one query, which is as under

A Private Company, which is the Subsidiary company of Public Company, is public Company as per Section 3 (iv) (c) of the Act, and all the Sections of public companies (means the Sections where mentioned private company which is Subsidiary of Public Company)  are applicable to that private company.

Section 256 and 257 are applicable to Public Company as well as Private Company which is the sub. co. of public Company

Now my question is that

A Private Company, which is the Sub. co. of Public Company, having only two directors then how Section 256 & 257 in respect of Retire By Rotation are implemented and ascertain directors retire by rotation ?? is it necessary to appoint one more director means increase director minimum 3 ??

Thanks

Bhavesh Jingar

Company Secretary