Sec.152(6)(a)(ii) meaning

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tanuj Rgk

1 Points Posted on 01 October 2021

Can anyone explain me the meaning of Section 152(6)(a)(ii)

152(6)

(a) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall—
(i) be persons whose period of office is liable to determination by retirement of directors by rotation; and
(ii) save as otherwise expressly provided in this Act, be appointed by the company in general meeting.

Replies (2)

Dhirajlal Rambhia

SEO Sai Gr. Hosp.

211715 Points Posted on 02 October 2021

Meaning in short........ If any other law prevails for such situation, then that law/act/rule will override....

Otherwise...... whatever stated herein will prevail/ be followed.

Chirag

Professional

1979 Points Posted on 07 October 2021

It simply means that in Public company ,there is a provision in the act for mandatory retirement of directors ( Which are not fixed term - MD,Nominee, Independent,Non Executive are fixed term ) so other than them other directors will retire everytime and are eligible for reappointment...If AOA don't have any provision ,then 2/3 are liable for Retire and 1/3 will retire every year ,consider this example

Suppose A Ltd has strength of 6directors ,
Mr.A - Chairman Executive
Mr.B - Executive Director
Mrs.C - Executive Director
Other 3- I/D

Now Mr.A&B and Mrs.C is only counted and 2/3 of 3 is 2 and out that 1/3 which is 1(Fraction will be next no),So one who is longest in tenure will liable to retire by rotation at every AGM