Urgent Director liable to retire by rotation query

Nutan Thakkar

unread,

Apr 15, 2016, 2:57:16 AM4/15/16

to CSMysore

Dear Sir / Madam

As per Section 152(6) Companies Act, 2013, for the purpose of calculation of the retiring directors i.e. 2/3rd of the total number of Directors, Independent Directors shall not be included for the Computation of total number of Directors.

However as per Articles of Associations (AOA) of the Company for the purpose of calculation of the retiring directors i.e. 2/3rd of the total number of Directors, Independent Directors shall be included for the Computation of total number of Directors.

Hence kindly let me know we required include Independent Directors in calculation of 2/3rd of the total number of Directors as per AOA of the Company or not.

Thanks in advance

Regards

CS Nutan Thakkar

CS Simranjeet Singh

unread,

Apr 15, 2016, 2:59:47 AM4/15/16

to csmy...@googlegroups.com

AOA can't override the Act. u have to follow Section 152(6) only.. see Section 6 of the Act, 2013

Thanks & Regards

--
--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
---
You received this message because you are subscribed to the Google Groups "CSMysore" group.
To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.
For more options, visit https://groups.google.com/d/optout.

Ramana Reddy

unread,

Apr 15, 2016, 3:23:32 AM4/15/16

to CSMysore

section 6 of the Companies Act (Section 9 of the old Act) provides that the provisions of the Companies Act shall override the provisions of the Memorandum of Association and AoA of the company.

lingala subbareddy

unread,

Apr 15, 2016, 3:35:17 AM4/15/16

to csmy...@googlegroups.com

since the Articles has specific mention on inclusion of independent directors, there in no harm in including independent directors for the purpose of calculation of directors retiring by rotation . The company can retire other non-independent directors by rotation , if the composition of Board is large enough for doing so.

Nutan Thakkar

unread,

Apr 15, 2016, 6:27:23 AM4/15/16

to CSMysore

Dear All

Thank you for sharing your valuable views on my query

One more thing I want to clarify as you all suggested that as per Section 6 of the CA 2013 Articles of the Company can not override provisions of the Companies Act. It means as I understand it is not mandatory to follow provisions mentioned in Articles of Association (AOA) of the Company in current situation if it is contradictory with the provisions of the CA 2013.

Please confirm my above understanding and also let me know whether we required to alter AOA of the Company in line with provisions of Section 152 or it is not mandatory.

Thanks in advance

Regards

CS Nutan Thakkar

On Friday, April 15, 2016 at 12:27:16 PM UTC+5:30, Nutan Thakkar wrote:

Sonia Yadav

unread,

Apr 16, 2016, 3:08:25 AM4/16/16

to CSMysore

Hi,

Yes, one should not follow AOA when its provisions overrides Co.'s Act Provisions. U may or may not amend AOA thats your choice, its not mandatory to amend AOA if something is contradictory.

--

Nutan Thakkar

unread,

Apr 17, 2016, 6:35:12 AM4/17/16

to CSMysore

Thank you so much for sharing your views and clarification

Regards

CS Nutan Thakkar

On Friday, April 15, 2016 at 12:27:16 PM UTC+5:30, Nutan Thakkar wrote:

Reply all

Reply to author

Forward