Directors retire by rotation
Querist : Anonymous
Unders section 256 1/3 of above directors shall retire at every AGM.
In case of 3 director at least 2 directors must be rotational director and 1 director will retire at every AGM.
Querist : Anonymous
as mentioned in section 256 at the first AGM held after the date of general meeting at which first directors are appointed in accordance with section 255 and at every subsequent AGM.
Kindly clarify
In the absence of any provision regarding appointment of first directors then the subscribers to the Memorandum, who are individuals, shall be the first directors of the company.
The DCA in its Letter No. 8/25(254)/64-PR, dated 19-5-1964 has confirmed that the words "until the directors are duly appointed in accordance with section 255 occurring in section 254" refer to the point of time prior to the appointment of individuals either by the company in general meeting or by person or persons having right to appoint directors by virtue of powers conferred on them by the Articles of Association or the company.
Thus the subscribers to the Memorandum shall cease to be directors of the company when individuals are appointed as directors either by the company in general meeting or by persons in exercise of the powers in that behalf conferred on them by the Articles.
The words "in default of and subject to any regulations in the Articles" occurring in section 254 show that, the subscribers of the Memorandum who are individuals are deemed to be the directors of the company when the Articles do not make any provision for some individuals acting as directors of the company until the appointment of individuals as directors in general meeting or by other persons in accordance with section 255. In other words, if the Articles of Association of the company make provisions for some individuals acting as directors of the company after its incorporation and prior to the appointment of individuals as directors in accordance with section 255, then section 254 is never attracted."
First directors shall act till the directors are appointed at a general meeting of the company:
When the said directors are named in the Articles or where the subscribers become directors, the said persons will act as directors till the directors are appointed at the first general meeting after incorporation of the company.
After the incorporation of a company, the first directors, who are subject to retirement as above, shall be appointed at the general meeting to be called and held after incorporation irrespective of the manner of their appointment. [Section 255]
Querist : Anonymous
No need to regularise the first directors at AGM. Firstly check what your company article says.
Querist : Anonymous
Querist : Anonymous
Check what your company article says, if it is silent then no need to regularise such directors.
Section 255(1) of the Companies Act, 1956 will not apply to private company unless it is subsidiary of public company.
So , the provision that all director liable to retire by rotation will not apply to private company.
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