Procedure for Reappointment of Retiring Director

Procedure-Reappointment-Retiring-Director

As per the provisions of Section 152(6) of Companies Act, 2013 :


(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.

Procedure for Reappointment of Retiring Director

1.   Ascertain which directors are due to retire by rotation. As a general principle, the directors to retire shall be those who have been longest in office since their last appointment.
2.   Ensure that the retiring director is not subject to any disqualification for re-appointment as director of the company under sections 164 and 165 of the Companies Act, 2013.
3.   Ensure that the consent of the director as well as the declaration from the director has been obtained.
4.   Convene a Board meeting after giving notice to all directors of the company in accordance with Section 173 of the Act, to consider the re-appointment of retiring director.
5.  Fix the time, place and agenda of the annual general meeting to pass an ordinary resolution for the re-appointment of retiring director.
6.   Send the notice in writing at least 21 clear days before the date of annual general meeting to the members and also to the Stock Exchanges where the shares of company are listed.
7.   Hold the annual general meeting and pass an ordinary resolution for re-appointment of the retiring director.
8.   In case of listed companies, forward a copy of the proceedings of the annual general meeting to the stock exchanges where the company’s shares are listed.
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