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Query regarding directors retiring by rotation

ACS Deepika Chowdhary (Company Secretary) (280 Points)

16 May 2012

Hello Everyone.. Please help me in answering my following queries:

Our Company is a Listed Company has total 10 Directors in 2:8 ratio of Executive Director and Independent Directors. We are retiring 3 Directors out of 8 Independent directors who are liable to be retire by rotation but we are not reappointing two of them at the forthcoming AGM (managment's decision). Now my query regarding this point is-

How should we show it in Notice of AGM, or it would be enough to record their retirment and non appointment in Board Meeting minutes only?
Is it necessary for us to fill up the vacancy arising due to their non appointment and if yes, then within what time period?

Request all senior members to reply on my query as i need to discuss it with me seniors by tommorow.

Regards

Deepika

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4 Replies

CA Ganesh Agarwala (Audit Senior Manager) (239 Points)
Replied 16 May 2012

dear deepika,

i dont think filling up of vacancy will be necessary in this case as number of rotational directors will be still be 6 i.e. 2/3rd of the total number of directors.

for more go through sec 255/256 of the companies act 1956.

cheers

ganesh agarwala

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 16 May 2012

Dear Deepika,

1. In notice of AGM pass follwing ordinary resolution:

"RESOLVED THAT Shri. __________, Independent Director liable to retire by rotation, who does not offer himself for re-appointment, be not re-appointed as Independent Director of the Company and vacancy, so caused on the Board of the Company, be not filled up."

It is not just enough to record the non-appointment in Board only. Yous shouls pass aforesaid resolution in AGM.

2. It is not necessary to fill casual vacancy, if you complying with clause 49 of the listing agreement.

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Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 16 May 2012

Dear Deepika,

in the above case, its not necessary to fill the vacency arised due to non appointment, if the rule for minimum number of directorship is satisfied.{and also satisfy clause 49 of listing agreement regarding number of independent directors}.

and this has to be shown in notice of the AGM.

Regards,

Aditya

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