Dear Sir,
Greetings!!
As per section
Section 152 (6) of CA 2013
(6) (a) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall—
(i) be persons whose period of office is liable to determination by retirement of directors by rotation; and
(ii) save as otherwise expressly provided in this Act, be appointed by the company in general meeting.
(b) The remaining directors in the case of any such company shall, in default of, and subject to any regulations in the articles of the company, also be appointed by the company in general meeting.
(c) At the first annual general meeting of a public company held next after the date of the general meeting at which the first directors are appointed in accordance with clauses (a) and (b) and at every subsequent annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.
(d) 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 are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.
(e) 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.
Explanation.—For the purposes of this sub-section, “total number of directors” shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.
if we go with this provision it seems that managing directors and whole-time directors are liable to retire by rotation,
However there is section 196(2) which specifically lays down the provision for tenure of managing director, whole time director and manager i.e.
No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time:
if we combine the interpretation of both the provisions, the specific provision of section 196(2) will prevail over the general provision of section 152(6)
therefore, as per my perspective whole-time directors and managing director of the company are not liable to retire by rotation.
I really hope it help you to some extent,
Thank You !
Please tell us the NIC code for NGO as Section 8 Company
Click here to view / answer Share it on
Hi Ask Members,
We have some companies who have approached us for filing of INC-20A, Declaration for Commencement of Business. As per Law, if the company does not file INC-20A within 6 months of incorporation, the concerned ROC can strike off the name of the company from the Register of Companies. Will filing of INC-20A after 6 months cause any issues later on and might attract strike-off notice from ROC?
Hi Ask Members,
I have one company that missed out to file SH-7 eForm since the last year 2020 Dec and so far there are a total of 3 SH-7 pending as of date.
What is the way to calculate additional fees as MCA only offers fees for the increased capital and unless we file the previous form, how to arrive at the fees of subsequent forms?
Please help if you have any experiences as such.
Hi Members,
Looking at the difficulties of entrepreneurs, GOI launched the Exemption under Angel Tax. Can somebody explain the procedure if any startup has secured an angel funding round and is there any limit of exemption?
Hi Everyone,
While filing eForm INC-24 and filling MGT-14 Form filing date, the error is showing as a java pop that
"Date should be less than or equal to system date".
Kindly help.
Hi Members,
As with the latest gazetted notification, professionals can form multidisciplinary firms for their practice. My question is what would be the name guidelines for forming such entities to go in the corporate format?
Hi CC Members,
According to you what are the best instruments for startup funding?
Dear CC Members,
I wish to know from you which instrument is most viable for a startup?
a) Equity Shares
b) Convertible Notes
c) CCPS
d) Any other
Yes, in accordance with Section 152 (6) of CA 2013
(6) (a) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall—
(i) be persons whose period of office is liable to determination by retirement of directors by rotation; and
(ii) save as otherwise expressly provided in this Act, be appointed by the company in general meeting.
(b) The remaining directors in the case of any such company shall, in default of, and subject to any regulations in the articles of the company, also be appointed by the company in general meeting.
(c) At the first annual general meeting of a public company held next after the date of the general meeting at which the first directors are appointed in accordance with clauses (a) and (b) and at every subsequent annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.
(d) 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 are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.
(e) 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.
Explanation.—For the purposes of this sub-section, “total number of directors” shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.
indly do check : Exceptions/ Modifications/ Adaptations in this section