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casual vacancy director

satya (student) (53 Points)

16 October 2016

under what section the casual vacancy director can be appointed as a director ??
sec 152(6) or sec 160 ??
will he be considered as a retiring director if the director in whose place he was appointed is a rotational director ??

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9 Replies

Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 18 October 2016

Your question is bit confusing. Please elaborate.

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satya (student) (53 Points)
Replied 21 October 2016

here is the question...

The BOD of XYZ ltd appointed Mr.A as a director in the casual vacancy caused by resignation of Mr.X. Mr.A is proposed to be reappointed as a director at AGM when he vaccates. Whether Mr.A can be considered as RETIRING DIRECTOR ??

Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 21 October 2016

Yes, he shall be considered as retiring director as his term was only till AGM.

satya (student) (53 Points)
Replied 21 October 2016

will he under go rotation ??? only rotational directors are considered as retiring directors right...if this is the case then he should be appointed under 160 route and not under 152(6)...

CS Arjun Rajagopal (B.com, ACS) (1056 Points)
Replied 21 October 2016

He should be appointed under Section 161(4) of the Companies Act, 2013.

As rightly pointed out by learned member Mr. Pratik Shah he is considered as a retiring director and he shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated.

Suggest you to go through the following article to get an overview on the subject

/articles/appointment-of-director-in-casual-vacancy-under-ca-2013-21913.asp

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Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 21 October 2016

@ Satya, your setence "only rotational directors are considered as retiring directors" is incorrect. Provisions for roation of directors (Section 152(6)) is not applicable to Private Limited Companies. But Private limtied companies can also have retiring director.

Simple meaning of Retiring Director is a director whose term is getting expired in an AGM.

Additionally, please note that Section 161(4) does not apply to Private Limited Companies.

satya (student) (53 Points)
Replied 21 October 2016

now i understood that he is considered as a retiring director...but then under sec 152(6) or sec 160?? in case of a public company..

satya (student) (53 Points)
Replied 21 October 2016

im so sry for the lengthy discusion..he cannot be reappointed under sec 160 cause sec 160 will not be applicable for a retiring director right..hence he will go into the cycle of rotation in case of a public company...but then in case of a private company sec 152(6) will not be applicable and also 160 is not applicable cause he is considered as a retiring director..then wat will be the position in case of pvt co..canthe be reappointed for that year ??

satya (student) (53 Points)
Replied 21 October 2016

small correction in 3rd and 4th line.satya.pranathy @ gmail.co.casual vacany director is considered as a non rotational director right...in any case he cannot go into the cycle of rotation even in the case of a public company..