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vacancy of retiring director

05 July 2019

If in the adjourned general meeting, the meeting has" not resolved" to fill up the vacancy then whether retiring director can continue or should vacate as per s. 152(6) & (7) of companies act?

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4 Replies

Krishna Chaudhary (Accountant) (4531 Points)
Replied 06 July 2019

As per provisions of sec 152-
If in Meeting or in adjourned meeting,
1) Resolution is not passed to appoint someone else as director,and
2) Resolution is not passed specially not to appoint the retiring director as director, and
3)resolution to appoint retiring director as a director is not put and lost in the meeting.
Then the retiring director can automatically be appointed as a director.
provided that,
retiring director is willing to appoint as a director and he has not given his unwillingness in writing and also he is qualified to appoint the director.

So as per your question the retiring director can be appointed as a director.

Kishore Mohan (48 Points)
Replied 06 July 2019

okay... but I would like to know difference of meaning between "not resolved to fill up vacancy and not resolved not to fill up the vacancy?? in the act it has been given as not resolved not to fill up the vacancy...

Shubham Jain (52 Points)
Replied 06 July 2019

1.Vacancy of the retiring director is not so filled up it means that noone is appointed as director.

2. The meeting has not expressly resolved not to fill the vacancy it means that company has not till yet decided not to appoint anyone in place of retiring director.

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