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We are an unlisted Public Company comprising 8 person on Board of Directors. Out of 8 directors, 4 are Independent Directors (including one woman director), 2 are Nominee Directors, 1 is Managing Director and remaining 1 is non executive director cum chairman. We need to know whether our company’s board composition is in compliance of Section 152 (6) of the CA 2013. As per section 152 (6), not less than 2/3 of the total number of directors of a public company shall be appointed on liable to retire by rotation basis and while counting total numbers of directors, independent director shall not be counted for this purpose. Further as per Shareholders’ Agreement nominee directors are not liable to retire by rotation and Managing director by virtue of his appointment of 3 years, he will also not be treated as retiring director. Thus we are left with one non executive director who is only retiring director. Do we need to appoint more directors to comply with Section 152 (6)? Your views are solicited.

Board of Directors

Posted By: Ujjwal 10 year(s) ago

This question has been closed if you want to answer,you have to re-open.


    Akansha

Nominee director shall be treated as retiring director in the given case as shareholders agreement is not binding on the Act unless it is specifically mentioned in the resolution and articles of the Company that such person shall not be liable to retire by rotation. Further, in this scenario 3 directors shall be liable to retire by rotation and company is not required to appoint more director if its nominee is retiring otherwise yes company shall required to appoint 2 more directors to comply with sec 152(6) of the Act.

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