Edge Ltd. was incorporated in November, 2021 in Odisha with the objective of manufacturing water purifier. The plant was commissioned in May, 2022 at a cost of ₹400 crore. It was financed partly by the promoters (80%) an
CS Executive · Company Law and Practice · PYQS · June 2025
Edge Ltd. was incorporated in November, 2021 in Odisha with the objective of manufacturing water purifier. The plant was commissioned in May, 2022 at a cost of ₹400 crore. It was financed partly by the promoters (80%) and balance from bank loan. Currently, Edge Ltd. is not a listed company but plans to get listed in next year. Over a period of time, Edge Ltd. has evolved to become one of India's top ten manufacturer of water purifier and is also eyeing to have a share in the export market. It won an award in an all India based trade fair organised by a Chamber of Commerce. The company has now 300 members. The Board consists of ten directors. Case I: Two out of ten directors of the company have retired by rotation at the last annual general meeting. These two vacancies or place of retiring directors is not filled up and the meeting has also not expressly resolved 'not to fill the vacancy'. Since the AGM could not complete its business, it is adjourned to a later date. Neither place of retiring directors could be filled up at the adjourned meeting nor did the meeting expressly resolve 'not to fill the vacancy'. Based on the above facts and integrated case, answer the following referring to the provisions of Companies Act, 2013: (a) Whether in such a situation the retiring directors shall be deemed to be re-appointed at the adjourned meeting? What is your answer in case at the adjourned meeting resolutions for re-appointment of these directors were lost?
Answer & Explanation:
Pursuant to section 152(7)(a) of the Companies Act, 2013 which provides that if at the annual general meeting at which a director retires and the vacancy is not so filled up and the meeting has not expressly resolved not to fill the vacancy the meeting shall stand adjourned to next day same day next week at the same time and place or if that day is national holiday till next succeeding day which is not a national holiday at the same time and place. Section 152(7)(b) further provides that if at the adjourned meeting also the place of retiring directors is not filled up and the meeting also not expressly resolved not to fill the vacancy the retiring director shall be deemed to have been reappointed at the adjourned meeting unless at the adjourned meeting or previous meeting a resolution of reappointment of such directors was put and lost or he has given a notice in writing addressed to the company and board of directors expressing his desire not to be re-elected or disqualified. Therefore, in the given case, applying the above provisions, the answer is as follows- The retiring directors shall be deemed to have been reappointed in the first case. In second case, where resolution for reappointment of retiring directors were lost they shall not be deemed to have been reappointed.
Topics: Appointment and Qualification of Directors
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