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Section 255 & 256 confusing

CA Sahil Singla.. (Service Tax ) (3746 Points)

26 October 2011

Experts

Please let me know whether following directors will be considered in 'Total No. of Directors' for the purpose of Sec. 255 & 256 of Co. Act, 1956 -

1. Alternate Director
2. Director appointed by LIC as nominee
3. Director appointed by ICICI as nominee
4. Director appointed by C.Govt. u/s 408
5. Director appointed by board to fill casual vacancy

Also, tell me whether following Directors' will be treated as Non-rotational Directors -
1. Director appointed to fill casual Vanancy
2. Director appointed by ICICI as nominee
3. Director appointed by LIC as nominee

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2 Replies

S.Rammalingham (PCS training) (48 Points)
Replied 26 October 2011

Section 313(3) : Appointment and term of office of alternate Directors:

If the term of office of the original director is determined before he so returns to the state aforesaid any provision for atutomatic re-appointment of retiring directors in default of another appointment shall apply to the original and not to the Alternate director.

As per your querry the alternate director is appointed for the original director hence he should be included in total no of directors.

As per Section 408 of the Companies Act, 156

Nominee directors appointed by Govt, shall not beconsidered for re-appointment by rotation

the following directos are also not considered for rotatin by appointment

1. Director appointed to fill casual Vanancy
2. Director appointed by ICICI as nominee
3. Director appointed by LIC as nominee

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