MD and WTD can be retire by roation provided that???? Please interpret precisely

Dear All Please refer to section 152 of Companies Act 2013. I hope sub section (d) will help you to know the retirement of director. I am also supposing that your company is public limited company. In case it is private then compulsory retirement is not applicable (own understanding, please refer to expert before using it) (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. personal views : it means that unless the article provide retirement of all the directors atleast 2/3 number of directors of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. (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. 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. Thanks

HI, if there are total 10 directors - 1/3 rd will be permanent directors - 3 directors 2/3 rd should be rotational directors - 7 directors (in no case it should be less than 2/3rd. if we take 6 then we are not complying as per act) Out of these 7 directors 1/3rd will retire by rotation at every annual general meeting. - 3 directors will retire by rotation. while calculating rotational directors we should not include Representative directors, Alternate director

**Rotation of director u/s 152 of companies act 2013** says that at least 2/3 of the total number of directors of a public company shall be persons whose office is liable to retirement by rotation & 1/3 of such **directors shall retire by rotation** at each annual general meeting of the company after the first annual general meeting provided Articles of Association does not provide for retirement by rotation of all directors at every annual general meeting. **Managing Director , Whole time Director and independent director shall not retire by rotation** **The directors to retire by rotation** at every annual general meeting shall be those who have been longest in office since their last appointment and if any two director has been appointed on the same date then their retirement by rotation will be determined by lot **The director to retire by rotation sh**all be the director appointed by the company in general meeting.

As Per section 152 of companies act 2013,unless article provide for retirement of all director, atleast 2/3rd of total number ofdirector of public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. The total number of director excludes Independent Director. This Section is not compulsorily applicable for Private company. The director to retire at AGM shall be those who have been longest in office from date of thier last appointment.