Ascertainment of Directors Retiring by Rotation and Filing of Vacancies in a company

The directors to retire by rotation at every annual general meeting of a company are those who have been longest in office since their last appointment. In case of directors who were appointed on the same day, those who are senior in age shall retire by rotation.

Filing of vacancies

The vacancies created by the retirement of directors by rotation must be filled up at the ensuing annual general meeting. If the vacancies are not filled up at the ensuing annual general meeting, the directors in office may fill up the vacancies.

Multiple choice questions (MCQs) on the ascertainment of directors retiring by rotation and filing of vacancies in a company

  1. A public company has 12 directors. The directors who have been in office for the longest time are A, B, and C. A was appointed on 1st January 2022, B was appointed on 1st February 2022, and C was appointed on 1st March 2022. Who will retire by rotation at the next annual general meeting?
    • A
    • B
    • C
    • None of them
    • The answer is (b). B will retire by rotation at the next annual general meeting because he has been in office for the second longest time.
  2. A public company has 10 directors. The vacancies created by the retirement of directors by rotation at the annual general meeting are not filled up. Can the directors in office fill up the vacancies?
    • Yes
    • No
    • It depends on the decision of the shareholders
    • It depends on the decision of the board of directors
    • The answer is (a). The directors in office can fill up the vacancies if they have the power to do so under the articles of association of the company.
  3. A private company has 8 directors. The articles of association of the company state that the directors shall not retire by rotation. Are the articles of association valid?
    • Yes
    • No
    • It depends on the decision of the shareholders
    • It depends on the decision of the board of directors
    • The answer is (a). The articles of association are valid. The Act does not require private companies to have their directors retire by rotation.

Answers

  1. (b)
  2. (a)
  3. (a)