Sec 256 of comapnies act clarrification.



(Guest)

As per sec 256 of the companies act - A retiring Director is deemed to be reappointed if it is not expressely resolved not to fill the vacancy  even at adjourned meeting.unless-

A resolution whether special or odrinary is required for his reappointment.

Query-At AGM/GM every director has to be appointed atleast by passing an ordinary resolution i e majoriy of votes.this implies tat no retiring director can be deemed to be reappointed if the vacany of the retiring director is unfilled,cos every director to be appointed at AGM requires passing of an ordinary resolution.pls clarrify.

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Arvind Sharma (ACA)     08 June 2011

Arvind Sharma
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My Dear Friend.,

You are going toward right conclusion.... :)


If in GM no director is appointed in order to fill vacancy, then the metting will get adjourned for next week for the same time and place automatically in which such appointment has to be made. And if in that adjourned meeting, the director is not appointed, no reappointment will deemed and the place of office of Director will remain vacant. In this eveint, BOD will make meeting to apoint additional director to maintaint strangth of Directors. 



(Guest)

Originally posted by : Arvind

My Dear Friend.,

You are going toward right conclusion.... :)




If in GM no director is appointed in order to fill vacancy, then the metting will get adjourned for next week for the same time and place automatically in which such appointment has to be made. And if in that adjourned meeting, the director is not appointed, no reappointment will deemed and the place of office of Director will remain vacant. In this eveint, BOD will make meeting to apoint additional director to maintaint strangth of Directors. 


 

So u mean in any case retiring director will not be deemed to be reappointed?which means law framed in sec 256 has lapses?

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Arvind Sharma (ACA)     08 June 2011

Arvind Sharma
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Yes....

If he is not appointed in GM and again in Adjourned GM,  then director will not be deemed to be appointed...


I am not remembering the wordings of Sec 256, but the concept is this what I replied...

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GIRISH KHUBCHANDANI (STUDENT)     17 July 2011

GIRISH KHUBCHANDANI
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ARVING U R ABSOLUTELY WRONG 

IF IN THE ADJOURNED MEETING RETIRING DIR WAS NOT APPOINTED

THEN HE DEEMED TO BE APPOINTED AUTOMATICALLY.


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