2. Appointment of Directors by the Company
(Secs 255 to 257, 263 and 264). Shareholders in general meeting must appoint directors. In the case of a public company or a private company, which is a subsidiary of a public company, at least 2/3rds of the total number of directors shall be liable to retire by rotation. Such directors are called rotational directors and shall be appointed by the shareholders in general meeting.
Ascertainment of Directors retiring by Rotation and Filling of Vacancies (Sec. 256)
· At the annual general meeting of a public company or a private company which is a subsidiary of a public company, 1 /3rd (or the number nearest to 1/3rd ) of the rotational directors shall retire form office.
· The directors to retire by rotation at every annual general meeting shall be those who have been longest in the office since their last appointment.
· At the annual general meeting at which a director retires by rotation, the company may fill up the vacancy (thus created) by appointing the retiring director or some other person.
· If the place of the retiring director is not filled up, the meeting may resolve not to fill the vacancy. If there is no such resolution, the meeting shall stand adjourned till the same day in the next week. If at the adjourned meeting also, the place of retiring director is not filled up, nor is there a resolution not to fill the vacancy, the retiring director shall be deemed to have been reappointed at the adjourned meeting.
(Secs 255 to 257, 263 and 264). Shareholders in general meeting must appoint directors. In the case of a public company or a private company, which is a subsidiary of a public company, at least 2/3rds of the total number of directors shall be liable to retire by rotation. Such directors are called rotational directors and shall be appointed by the shareholders in general meeting.
Ascertainment of Directors retiring by Rotation and Filling of Vacancies (Sec. 256)
· At the annual general meeting of a public company or a private company which is a subsidiary of a public company, 1 /3rd (or the number nearest to 1/3rd ) of the rotational directors shall retire form office.
· The directors to retire by rotation at every annual general meeting shall be those who have been longest in the office since their last appointment.
· At the annual general meeting at which a director retires by rotation, the company may fill up the vacancy (thus created) by appointing the retiring director or some other person.
· If the place of the retiring director is not filled up, the meeting may resolve not to fill the vacancy. If there is no such resolution, the meeting shall stand adjourned till the same day in the next week. If at the adjourned meeting also, the place of retiring director is not filled up, nor is there a resolution not to fill the vacancy, the retiring director shall be deemed to have been reappointed at the adjourned meeting.