Retire by rotation

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Anurag Sharma (Querist)
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17 June 2016 In a Listed Company, there are 4 Additional Directors and 2 are Independent Directors, now in the AGM as per Sec 152 Companies Act, 2013, Retire by rotation to be followed but how can ii to be followed in that case?

Purnima Parashar

Purnima Parashar (Expert)
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21 June 2016 Since the Board may appoint an Additional Director to hold office till the date of the next annual general meeting, his appointment needs to be confirmed as a normal director by way of an ordinary resolution as a special business at the Annual General Meeting.
After regularization of additional director as normal director you can process the retirement of director by rotation as per section 152 (6) of Companies Act, 2013
The directors to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

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Anurag Sharma

Anurag Sharma (Querist)
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25 June 2016 Thanks for your reply but if we retire the Directors after regularisation and if we need to appoint those Directors Again then what would the impact or what the provisions will we followed?

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Purnima Parashar

Purnima Parashar (Expert)
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25 June 2016 re-appointment is not required as directors are already appointed only their regularization need to be done and after regularization you can follow the provision of section 152 (6) of the Companies Act, 2013 for retirement of director by rotation

Anurag Sharma

Anurag Sharma (Querist)
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25 June 2016 yes but after retirement of directors if we want to appoint the directors again then what would be the provisions?

Purnima Parashar

Purnima Parashar (Expert)
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29 June 2016 BOD Resolution Format
Re- appointment of Retiring Director.

The Chairman informed the Board that Mr………………………, Director of the Company shall cease the office on the conclusion of the ensuing Annual General Meeting of the Company through retire by rotation and Mr…………………… has expressed her willingness to continue as Director, if re-appointed in the forthcoming Annual General Meeting.
After discussions, the Board passed the following resolution:
“RESOLVED THAT Mr…………………., who retires by rotation and eligible for reappointment, subject to the approval of shareholders in the Annual General Meeting, be and is hereby appointed as Director of the Company.”

Format for AGM resolution
Re- appointment of Retiring Director.

The following resolution was proposed by Mr………………………… and seconded by Mr………………….

“RESOLVED THAT Mr………………….., who retires by rotation and eligible for reappointment, in the Annual General Meeting, be and is hereby appointed as Director of the Company.”

Chairman then put the resolution to vote by show of hands and it was carried unanimously

Only passing of this resolution is required , filing of Form with ROC is not required for reappointment of retiring director

Anurag Sharma

Anurag Sharma (Querist)
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30 June 2016 But in the Annual Report at first we have to mentioned in the Special Business for regularisation of Additional Director and after that in the Ordinary Business for retire by rotation of Additional Director but in the Annual Report, firstly we have to mentioned Ordinary Business and after that Special business but that sequence cannot followed in my case. so, how to mentioned Ordinary Business and Special Business in that case?