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Non-rotational director

Krishnan (Manager) (24 Points)

02 October 2012

Should the director who is not liable to retire by rotation, appointed at the Board meeting seek appointment at the ensuing Annual General Meeting?

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Smriti Dhawan (Company Secretary ) (347 Points)
Replied 03 October 2012

The Board of directors may appoint additional directors under Section 260 of Companies Act, if such power is conferred on it by the articles of the company. Such additional directors shall hold office only up to the date of the next annual general meeting of the company.

Additional Director who is appointed under Sec 260 of Companies Act, hold office until the conclusion of next AGM. so to continue the director of the Company after the AGM, you have to regulaise him in AGM or you can also regularise him by calling EGM before date of AGM.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 03 October 2012

After regularisation the Additional Director shall be the regular director of the company.

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 03 October 2012

Dear Krishnan,

The Director appointed at Board Meeting will seek for regularisation at the next AGM.

Regards,

Aditya

director who is not liable to retire by rotation

Read more at: /forum/non-rotational-director-222615.asp#.UGwO165_bCM

Tanveer Md Masood (Indispensable) (361 Points)
Replied 03 October 2012

DIRECTOR APPOINTED IN THE AGM HOLDS OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY. ONCE HIS TENURE EXPIRES HE CAN SEEK APPROVAL FOR APPOINTMENT IN THE GENERAL MEETING IN WHICH HE RETIRES.

Tanveer Md Masood (Indispensable) (361 Points)
Replied 06 October 2012

AS PER THE RECENT AMENDMENT OF THE COMPANIES ACT, INDEPENDENT DIRECTORS HAVE BEEN EXCLUDED FOR THE PURPOSE OF COMPUTATION OF ROTATIONAL DIRECTORS LIABLE TO RETIRE ON ROTATIONAL BASIS.

REGARDS..

TANVEER MD MASOOD,

CALCUTTA,

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Hitesh (CA) (459 Points)
Replied 20 October 2012

Originally posted by : Krishnan
	Should the director who is not liable to retire by rotation, appointed at the Board meeting seek appointment at the ensuing Annual General Meeting?

Dear Mr. Krishnan,

It has been mentioned that the director has been appointed by the BOD. As per the Companies Act, the BOD has powers to either appoint Additional Director or an Alternate Director or to fill a Casual vacancy. The tenure of Additional Director automatically ends at the ensuiing AGM whereas the tenure of Alternate Director is upto the tenure of the Original Director.

In my view, the BOD cannot directly appoint a director as a Non Rotational Director and any Director appointed as explained above who the BOD intends to appoint as a regular director, then compliance of Sec 257 will be required and appointment has to be made at the GM.

Regards,

Hitesh K

www.cautility.in

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 20 October 2012

Originally posted by : Hitesh
	Originally posted by : Krishnan Should the director who is not liable to retire by rotation, appointed at the Board meeting seek appointment at the ensuing Annual General Meeting? Dear Mr. Krishnan, It has been mentioned that the director has been appointed by the BOD. As per the Companies Act, the BOD has powers to either appoint Additional Director or an Alternate Director or to fill a Casual vacancy. The tenure of Additional Director automatically ends at the ensuiing AGM whereas the tenure of Alternate Director is upto the tenure of the Original Director. In my view, the BOD cannot directly appoint a director as a Non Rotational Director and any Director appointed as explained above who the BOD intends to appoint as a regular director, then compliance of Sec 257 will be required and appointment has to be made at the GM. Regards, Hitesh K www.cautility.in

Absolutely Right Mr. Hitesh, but I think here Mr. Krishnan is saying that director is not liable to retire by rotation at that particular AGM it does't mean that he is non rotational Director.

Hitesh (CA) (459 Points)
Replied 21 October 2012

As a matter of fact that needs to be clarified by Mr Krishnan whether the question relates to non rotational director or w.r.t a director who is a rotational director but he is not liable to rotating at the ensuing general meeting. In either of situation mentioned above the director would not be required to seek appointment unless the ARTICLES OF ASSOCIATION of the company provide for otherwise. Regards, Hitesh K www.cautility.in