Dipjyoti Majumdar (CA in service & CS. dipmaj@ rediffmail.com ) (3468 Points)
23 August 2012
Friends
In an unlsited public co. consisting of 9 directors, of which 1 is MD, 3 WTD's and the remaning 5 additional independent directors. The question arises as to who amongst them will retire by rotation pursuant to section 255, 256 of companies act?
Addilitional directors by virtue of section 260 will automatically retire and offer themselves for reappointment.
MD, WTDs would not retire as per terms of contract.
Regards,
Articles of most companies contain an express provision excluding the Managing or Whole-time director from the requirement of retirement by rotation and provide that a person shall not be liable to retire by rotation as long as he continues to hold the office of the Managing or Whole time directors. Your company seems to be one of such companies.
Further, the tenure of additional directors automatically comes to an end at the AGM.
Thus, in your case, none of the directors of your company is liable to retire by rotation under Section 255 and 256.
Regards,
Veeral Gandhi
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
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