CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
17 May 2010Whether Whole time directors are liable to retire by rotation or not???
In my opinion NO.
Because of the contract of 3 or 5 years.
MD and WTD are not liable to retire by rotation.
In case the no. of directors falls short for the calculation of 2/3 of total strength of BOard.Then and only then WTD are included in the rotational part, otherwise not.
Other's and contrary views are most welcome.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 17 May 2010
For Example:-
Board of Directors:- 5 Members
1 MD
1 Executive Director
3 Non Executive Directors
Under Section 255:- Directors liable to retiere by rotation are 5*2/3=3.33 i.e. 3
Now whether ED is also rotational.
I my opinion not at all.
Prasanth Nair V
(ACA,ACS,CWA Final,Mcom)
(557 Points)
Replied 18 May 2010
MD and WTD are also considered in the total strength of Directors. They can be rorational or Non- Rotational, subject to the limit under section 255 (ie. 2/3 of the total board) are liable for rotation.
Ex. if total Directors is 5, then 2/3 of 5=3.33 rounded off to 4 directors, are liable to rotate.
Out of the four, 1/3rd should rotate in the coming AGM. Equal to 1/3 of 4= 1.33 rounded off to nearest integer = 1 director.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 18 May 2010
Dear Akash, Section is already mention in the query.....
Anyways the relevant section is 255 and 256.
All professional friends, please give your valuable comments on the matter.
CAclubindia
