One of our listed company having 5 director out of which one is additional director appointed in previous year liable retire in this AGM. want to know how many director retire by rotation and re-appoint and what will be procedure in detail ?
07 October 2013
As per section 255 not less than 2/3rd of total no. of director shall be director who are rotation director. For calculation of 2/3rd we will exclude additional director. So, In ur case it is (5-1)*2/3= 2.66 i.e 3.
Out of 4, three must be the rotational director. It is possible that all the 4 directors are rotational director.
Out of the total rotational director 1/3rd shall retire from the office.
So, either 3 director or 4 director will be rotational director in ur case
So, 3*1/3=1 or 4*1/3=1.33 i.e. 1(nearest to 1/3) will retire from the office. 1 director will retire. Reply if u have any further doubt
08 October 2013
Thank you sir, just want more clarification that .... we have five director as below: A- appointment 1988 B- appointment 1996 C- appointment 2000 D- appointment 2000 E- appointment 2012 (additional director)
director A was retired by rotation in previous AGM and re-appointed and director E appointed as additional director in previous AGM.
In current AGM, can we retire director A again and reappoint the same ?
What will be of director E (additional director) whose tenure will end in this AGM, should he re-appoint as additional director ?
08 October 2013
As per section 256 the person who is longest in the office will retire first. So, the longest person in office will be B and not A because the period of stay will be considered from reappointment date not the original appointment date.
E, the additional director will retire in this AGM and he cannot be simply reappointed. If the company wants to appoint Mr. E than all provisions of section 257 (i.e. for appointment of new director) is to be fulfilled.
08 October 2013
Thank you once again sir for to the point clarification. so we retire director B and if we want continue director E then have to file f-32 but for director B no procedure.
CAclubindia
