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

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)
Quick Summary
This discussion clarifies Section 152(6)(a)(ii) of company law, which mandates that at least two-thirds of a public company's directors must be subject to retirement by rotation, unless the articles state otherwise. This means directors not on fixed terms, such as executive directors, are eligible for reappointment at the annual general meeting. The section outlines a default rule where, if articles are silent, a portion of these directors must retire each year based on tenure, ensuring a regular turnover.

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.

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

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