Retiring and rotational directors

Procedure for Appointment of Directors is governed by Companies Act, 2013, which prescribed appointment of director by members of the Company except for casual vacancy and alike situations.

The provision of Companies Act provides that a company may appoint all the directors who shall be holding the position which is retiring by rotation. However, where such provision is not provided in AoA, following criteria shall be applicable (as prescribed under Companies Act, 2013):

• Not less than two – thirds of total number of directors of a public company shall be liable to be retired by rotation and be appointed by company in general meeting.
• At the every subsequent AGM (held after AGM for appointment of First Director), one-third of above directors for the time being as are liable to retire by rotation.
• Rest are considered as non-rotational directors.

Rotational Directors:

The directors of the public company who are appointed under above criteria (two – thirds or higher) can be considered as rotational directors. Here, one – third of such directors shall be liable to retire by rotation by following the procedure prescribed in the Act.

Retiring Directors:

Retiring Directors includes following:

a)    Rotational Directors liable to retire (i.e. one – third of rotational directors)

b)    Directors liable to retire due to expiry of the term of appointment. (e.g. director appointed in for the term of 3 years starting from 5thAGM will be liable to retire after completion of term in the 8thAGM.

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