retiring director

The Director retires only at the 'Conclusion' of AGM... here  in all 3 cases the Directors continue to be directors even if meeting is extended beyond the permissible time limit... they will surely be defaulting officers but will not cease to be directors :)

Hi Nirmala Metha,

Director can continue beyond the date of AGM if such AGM is adjourned only because of lack of quorum and not for any reason and if in the adjourned meeting also in no resolution is passed to appoint the director then the retiring director shall be deemed to be re-appointed

In any other case director cannot continue beyond the date of AGM ought to be held

Re: anantha Lakshmi Ammal  case

DCA Circular: The retiring director will hold office only upto the last day on which AGM should have been held as per the provisions of s. 166 & 210

Ambica Tea Company Ltd. case: Special circumstances may justify continuation of retiring directors if the meeting is not held as there cannot be a vacuum in the board of directors.

(the ruling of the above mentioned case is not very clear to me.can anyone explain!!! )

 Whta are the compliance for retiring director ( Private Co., that has got only 2 director,1 wants to retire) ?

Can any one help me out in this regard ?!

Retiring directors hold office up to the last day  on which the AGM should have been held (Within the statutory time limit)

If all the directors retire ,case will falls u/s 256 i.s directors deemed to be reappointed.

If case falls under the exception  (where directors deemed not to be reappointed )mentioned u/s 256 EGM should be held by the members to appoint the directors

Reitring directors can be reappointed by the members only not by the board  similarliy their tenure of office can not be extended  by the board .Board can appoint such retiered directors (if not reappointed in general meeting )  as additional directors u/s 260 provided they are eligilbe for the appointment