RETIRE & REAPPOINT DIRECTOR BY ROTATION

Please go through Section 255 and 256 of the Companies Act, 1956. As per Section 255,  2/3rd of the directors should be appointed subject to retirement by rotation and as per Section 256 1/3rd of such directors must retire at each AGM. So it's necessary that 1/3rd of the directors retires at each AGM and reappointed.

There is no time limit after which he is retired or reappointed.

Hi,

Agree with Ms. Jaishree's view and I would like to add that the provisions of section 255 is that " at least 2/3 of directors should be appointed subject to retirement by rotation ..............................." accordingly,  the company may appoint  all its directors subject to retirement by rotation.

Best Regards

CS Ashwini Kumar

Unless the Articles of the company provided for the retirement of all directors at every AGM, not less than 2/3rd  of hte total number of directors of a public company or of a private company which is a subsidiary of a public company shall be persons whose period of office is liable to be determination by retirement of directors by rotation.

1/3rd of the above 2/3rd shall be the directors are liable to retire by rotation. If their number is not three or multiple of three, then, the number nearest of 1/3rd shall be terire from office.

These directors to retire by rotation hsall be those who have been longest in the office since their last appointment.

At the AGM at which a director retiers as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto.

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 hte same time and place, or if that day is a public holiday, till thenext succeding day which is not a public holiday, at the same time and place.

If at the adjourned meeting also, the place of the retiring director is not filled up and that meeing also 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 reppointment of such director has been put to the meeting a nd 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 appointement;

(iv) the proviso to section 263(2) is applicable to the case.

Dear Vikas,

provision of section 255 is not apply to private Limited company. Directors of private Limited company are not liable to retire by rotation except articles contain provision for retirement of directors.

Plzz suggest:-

There were 7 directors since incorporation in a public ltd. 3 of them retired & reappointed in 07-08, other 2 in 08-09 & remaning 2 in 09-10.

Now, on 01.4.11 3 out of 7 have resigned & another new one is being appointed.

Will anyone retire on this AGM in sept, 2011..what is the provision for directors who have retired once, will they again retire after few yrs when everyone has reitired.

Yes Archana, the retired director have to again retire by rotation who is longest in office. In this case nw there is 4 director out of which one have to retire by rotation (i.e. who was retire & reappoint in 2007-08). 

tell me sir Director Retire rotation rule