30 December 2014
Section 152(6) of the Companies Act, 2013 provides that unless the Articles of Association provide for retirement by rotation of all directors at every annual general meeting, at least two-thirds of the total number of directors of a public company shall be persons whose office is liable to retirement by rotation and sub-section (7) provides that one-third of such directors shall retire by rotation at each annual general meeting of the company after the first annual general meeting.
This provision is a bit confusing? 2/3rd of directors(excluding independent directors) are liable to retire or 1/3rd? Can someone explain it to me with an illustration?
30 December 2014
1. at least 2/3rd of the total number of directors of a public company shall be persons whose office is liable to retirement by rotation
2. one-third of such directors shall retire by rotation at each annual general meeting of the company after the first annual general meeting
e.g suppose there are 12 directors, as per the provision of section 2/3rd will be liable to retire by rotation i.e 8
1/3rd of such director i.e 1/3 of 8 (2.6 rounded off to 3) will retire at each agm
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