TMI BlogFirst directorsX X X X Extracts X X X X X X X X Extracts X X X X ..... Dear All, PFB, my query on appointment of first directors. Section 254. In default of and subject to any regulations in the articles of the company , subscribers of memorandum who are individuals, shall be deemded to be the directors of the company, untill the directors' are duly appointed in a accordance with section 255. Section 255. (1) unless the articles provide for the ret ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irement of all directors at every AGM, not less than 2/3rd of the total number of directors of the public company,or of a private company which is a subsidiary of a public company, shall - (a) be person whose period of office is liable to determination by retirement of directors by rotation; and (b) Save as otherwise expressly provided in this act, be appointed by the company i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n general meeting. My query, Public company appointing its first director through articles (sec 254) , can it classify the director/s as rotational director/s in articles. If yes, sec 255 tells rotational directors shall be appointed in general meeting. Therefore articles can't clasify the director/s as rotational director. If no, sec 255 mandates to classify atleast 2/3rd of total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... number directors as rotational director. Therefore sec 255 is not complied. Regards Yeshwanth.U - Reply By ROHAN THAKKAR - The Reply = Dear Sir, Whenever a company is incorporated, there should be some persons who should manage the company after incorporation. Generally First directors will be specified in the Articles of Association (AOA). If the name of the persons are spec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ified in the AOA, then they will act as first directors. If the name of first directors are not stated in AOA, then and then only, subscribers of memorandum who are individuals, shall be deemded to be the directors of the company. The first directors are not appointed by members in the general meeting. consequently, they will not retire but vacate their office when the regular directors are appoi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nted. Regular directors are to be appointed before first AGM. Though it is not expressly written anywhere, but the regular directors will be appointed in a statutory general meeting. It is to be noted that every public company is required to hold a statutory general meeting. If not appointed in a statutory general meeting, then Extra Ordinary General Meeting before AGM will have to be called f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or appointment of regular directors. Whenever regular directors are appointed, then specification is required to be made as to who will be rotational and who will be non-rotational director. At such point of time, Section 255. needs to be complied with. Hope, the above points would have made clear the issue. Regards, Rohan Thakkar 9228720536 - Reply By RAJAGOPALAN BALACHANDRAN - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Reply = First directors are generaly named in the Articles. Otherwise the subscribers to the memorandum who are individuals shall be deemed to be directors of the company The above directors shall hold office till the conclusion of the next general meeting In the general meeting appointment of directors are made. At two-thirds of the directors appointed are liable to retire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by rotation in the next or subsequent Annual General Meetings - First directors - Query Started By: - Yeshwanth u Dated:- 9-2-2012 Corporate Laws / SEBI / LLP - Got 2 Replies - Companies Law - Discussion Forum - Knowledge Sharing, reply post by an expert, personal opinion Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia.com - TMI - TaxTMI - TMITax ..... X X X X Extracts X X X X X X X X Extracts X X X X
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