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RETIRE & REAPPOINT DIRECTOR BY ROTATION

VIKASH (DIRECTOR) (80 Points)

09 February 2011

Hi,

Is it necessary in a LTD co AGM to retire 1/3rd of directors by rotation & re-appoint them in same

meeting.

Or is there any particular time limit for each director after which he/she is necessarily by retired & re-appointed.

Vikash Tibarewala

9936699412

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7 Replies

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 09 February 2011

Please go through Section 255 and 256 of the Companies Act, 1956. As per Section 255, 2/3rd of the directors should be appointed subject to retirement by rotation and as per Section 256 1/3rd of such directors must retire at each AGM. So it's necessary that 1/3rd of the directors retires at each AGM and reappointed.

There is no time limit after which he is retired or reappointed.

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cs ashwini kumar (Company Secretary in Practice) (173 Points)
Replied 09 February 2011

Hi,

Agree with Ms. Jaishree's view and I would like to add that the provisions of section 255 is that " at least 2/3 of directors should be appointed subject to retirement by rotation ..............................." accordingly, the company may appoint all its directors subject to retirement by rotation.

Best Regards

CS Ashwini Kumar

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 09 February 2011

Unless the Articles of the company provided for the retirement of all directors at every AGM, not less than 2/3rd of hte total number of directors of a public company or of a private company which is a subsidiary of a public company shall be persons whose period of office is liable to be determination by retirement of directors by rotation.

1/3rd of the above 2/3rd shall be the directors are liable to retire by rotation. If their number is not three or multiple of three, then, the number nearest of 1/3rd shall be terire from office.

These directors to retire by rotation hsall be those who have been longest in the office since their last appointment.

At the AGM at which a director retiers as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto.

If the place of the retiring director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at hte same time and place, or if that day is a public holiday, till thenext succeding day which is not a public holiday, at the same time and place.

If at the adjourned meeting also, the place of the retiring director is not filled up and that meeing also not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless-

(i) at that meeting or at the previous meeting a resolution for the reppointment of such director has been put to the meeting a nd lost;

(ii)the retiring director has, by a notice in writing addressed to the company or its Board of Directors, expressed his unwillingness to be so re appointed;

(III) he is not qualified or is disqualified for appointement;

(iv) the proviso to section 263(2) is applicable to the case.

Malay (Company Secretary) (21 Points)
Replied 18 February 2011

Dear Vikas,

provision of section 255 is not apply to private Limited company. Directors of private Limited company are not liable to retire by rotation except articles contain provision for retirement of directors.

Archana (Company Secretary) (165 Points)
Replied 06 October 2011

Plzz suggest:-

There were 7 directors since incorporation in a public ltd. 3 of them retired & reappointed in 07-08, other 2 in 08-09 & remaning 2 in 09-10.

Now, on 01.4.11 3 out of 7 have resigned & another new one is being appointed.

Will anyone retire on this AGM in sept, 2011..what is the provision for directors who have retired once, will they again retire after few yrs when everyone has reitired.

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GAGANDEEP SINGH (NA) (37 Points)
Replied 30 November 2011

Yes Archana, the retired director have to again retire by rotation who is longest in office. In this case nw there is 4 director out of which one have to retire by rotation (i.e. who was retire & reappoint in 2007-08).