The vacancies caused by the retirement of a director by rotation

should be filled up at

the same meeting or at an adjourned meeting. If it is not so done, the retiring director

shall be deemed to have been re-appointed at such adjourned meeting except in the

following cases:

1. at any previous meeting, a resolution for his re-appointment was put to vote,

but was lost; or

2. the retiring director has, in writing, expressed his unwillingness to continue; or 3. he is not qualified or is disqualified for appointment; or

4. a special or ordinary resolution is necessary for his appointment orre-appoint

ment by virtue of any provisions of the Companies Act; or

5. it is resolved to appoint two <;>r more directors by a single resolution [Section

263 (2) rroviso).

6. it is resolved not to fill the vacancy.

5. Is it necessary that all the directors of newly incorporated company must retire at the first annual general meeting?

.9Lns. Please see under the heading ‘Appointment of Directors at General Meeting’ in answer

toQ.3.

6. State in relation to a public company:

(a) When additional directors can be appointed and for what period?

(b) When an altemate director can be appointed and for what period?

(c) How the office of a director is filled in case of a casual vacancy and for

Can an altemate director be said to be interested in a contract or arrangement in which the original director was interested but the alternate director ha
no interest whatsoever?
Section 313 provides that the Board of directors of a company may, if so authorised by its Articles or by a resolution passed by the company in a general

meeting, appoint an alternate director to act for director during his absence for a period not less than three mo!\ths from the State in which meetings of the

Board are ordinarily held.