Rotational directors and additional directors

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There is an unlisted limited company in which there are five directors. Now I have to appoint three directors, out of them, as wholetime directors. For this, I am appoint 4 more directors as additional directors.

(In nut shell, 3 wholetime directors + 2 directors + 4 additional directors = 9 directors)

I wanted to know the total no. of directors that will be counted for calculating 2/3rd (liable to retire by rotation). WIll this include additional directors also? As additional directors are automatically retired on AGM, how will i show 2/3rd (liable to retire by rotation) and 1/3rd (actually retire by rotation).

Pls help me. Its urgent.

 

Replies (8)

Dear Shridhi

 

In ur case u wil calculate 2/3rd of 9 thats 6 and then 1/3rd of 6 dats 2

thus 2  wil actually retire  by rotation.

 

 

additional directors will be counted for d purpose of calculating the no. bt they wil not retire

 

"additional directors will be counted for d purpose of calculating the no. bt they wil not retire"

Howz it possible that additional directors will not retire??? Every additional director has to retire in upcoming AGM. Pls explain me your view point.

Pls help me, it is urgent.

 

Dear Shridhi,

 

Under section 255 the Board must have atlease 2/3 rotational director. It means, your board must have 9*2/3=6 rotational director. The directors whose tenure of office is to be deteremine by rotation.

In your case, except 3 WTDs all are rotational Directors.

 

Seciondly, under section 256, every year 1/3 of the rotational director shall retire. It means out of 6, 6*1/3=2 directors will be retired. And these director shall be who are longest in the office of Director. It means except additional directors, remaining 2 director will retire.

 

 

Sir, you mean that all additional directors will not retire? Only two directors out of six will retire.

Wat tenure of additional directors will come to an end at AGM, the have to be regularise, right ?

As per me, four addtional directors will retire because their term will come to an end at AGM and they will be regularise at the same time as directors. And two more directors will retire as per the rule of 1/3rd of 2/3rd.

Overall six directors will retire. 

Pls correct me if I am wrong.

Yes, i have just explained the position of section 255 and 256 and not the position of section 260.

 

Section 260 is a separate issue and these 4 additional directors will need to be regularise in AGM which is over and above the compliance of section 255 and 256.

 

Means in general business 2 director will retire by rotation.

 

Therafter, in special business all 4 additional director will be regularised as director.

Thanks sir.....

Always welcome.... smiley


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