Piyush Lalwani (AM) (92 Points)
03 August 2011Can there be any appointment/reappointment of director without a resolution being passed?
" If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless—
(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of this Act;"
Mohammed
(CS, Mcom, LLB)
(857 Points)
Replied 04 August 2011
At every annual general meeting of a public company, or a private company which is a subsidiary of a public company, one-third of the directors liable to retirement by rotation or if their number is not three or a multiple of three, then, the number nearest to one-third, shall retire from office.
The directors to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who became directors on the same day, those who will have to retire is to be determined by lot, unless otherwise agreed to among themselves.
At the annual general meeting at which a director retires as aforesaid the company may fill up the vacancy by appointing the retiring director or some other person thereto. In other words, a retiring director is eligible for re-appointment at the same meeting.
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 the same time and place, or if that day is a public holiday, till the next succeeding 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 meeting also has not expressly resolved not to fill the vacancy the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless
a resolution for the re-appointment of such director has been put to the meeting and lost
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
he is not qualified or is disqualified for appointment
a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of this Act.
Piyush Lalwani
(AM)
(92 Points)
Replied 04 August 2011
mohammed, i just want to confirm whether this (iv) point in the section makes it redundant?
Because how can you appoint/reappoint a director without a special or ordinary resolution?
I guess you intend to show me the answer somewhere between the text of the section, but i am not getting it.
CAclubindia
