Company law(sec 255&256)
Shamsul Arfeen
(Querist) 06 August 2013
This query is : Resolved
Is my concept ,of Retired Director of pub co.reappointed automatically, is correct or not plz rectify me if i m wrong?????
now
the matter is that as per sec255&256 director is retired and the place of him or her is not filled up in AGM then there is two option for the BOD .1)is not need/want to fill the vacancy. 2)If want to fill the vacancy then it not expresly resolved in AGM that to whom should BOD appoint then AGM considered as adjourned to next week same place &time.If again in adjourned AGM it is not expresly resolved that to whom should BOD appoint then retired director automatically appointed but in case of disqualification,unwillingness,put and lost it not so happen.
Kuummaar AS
(Expert) 11 August 2013
Improve English.
Note the following:
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 -
(i) at that meeting or at the previous meeting a resolution for the re-appointment of such director has been put to the
meeting and 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 appointment ;
(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any
provisions of this Act ; or
(v) the proviso to sub-section (2) of section 263 is applicable to the case.
