Re-appointment of retiring directors at the agm.

If the place of hte retiring director is not so filled up and the AGM has not epressly resolved not to fill the vacancy, the meeting shall stand adjuourned till the same day in the next week, t the same time and place at the same time and same place.

If at the adourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly resolved not to fille the vacancy, the retiting director shall be deemed to have abeen reappointed at hte adjourned meeting.

1) Additional director appointed u/s 260 of CA 1956 (now Sec.161 of CA 2013) holds office upto AGM.  He can be appointed in AGM as a director liable to retire by rotation.  However, he does not retire by rotation in the first AGM held after his appointment as additional director.

2)  In case there is no agenda for their appointment as regular director in the AGM, they cease to hold office as directors on the date of AGM.

3)  AGM cannot discuss and decide on any matter other than what is covered in the agenda items (unlike Board meetings where any other point can also be discussed with permission of the Chairman).  Hence there is no question of deemed appointment at the AGM.

1) Additional director appointed u/s 260 of CA 1956 (now Sec.161 of CA 2013) holds office upto AGM.  He can be appointed in AGM as a director liable to retire by rotation.  However, he does not retire by rotation in the first AGM held after his appointment as additional director.

2)  In case there is no agenda for their appointment as regular director in the AGM, they cease to hold office as directors on the date of AGM.

3)  AGM cannot discuss and decide on any matter other than what is covered in the agenda items (unlike Board meetings where any other point can also be discussed with permission of the Chairman).  Hence there is no question of deemed appointment at the AGM.

Dear Sir,

The facts are related to re-appointment of retiring directors in the Annual Gneral Meeting and not to Confirmation of an aditional director.

Further, i request you kindly give your express opinion on the basis of facts as available. I  have gone through the theory of section and still want to confirm whther the same is applicable in my case, if yes, then how??

How can i put my opinion before any judiciary that as per this writting my directors are deemed to be reappointed and their offices have not become vacant.??

There is a confusion in your original query which states that three additional directors were appointed who were liable to retire by rotation at the AGM.  In fact these directors are not liable to retire by rotation at the first AGM held thereafter.

Anyway, if the company has failed to include in the agenda item of retiring directors, the retiring directors will vacate their office u/s 256(2).  It is a mandatory provision and the directors cannot take advantage of default on the part of the company.    [Consolidated Nickel Mines Ltd (1914) 1 Ch 883].

It seems that provisions of Sec.256(4)(a) regarding adjournment of the  meeting will not be applicable in this case since the item was not included in the agenda and hence the members had no chance to decide about filling up place of retiring directors.