256. Ascertainment of directors retiring by rotation and filling of vacancies.
At the first annual general meeting of a public company, or a private company which is a subsidiary of a public company, held next after the date of the general meeting at which the first directors are appointed in accordance with section 255 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 not three or a multiple of three, then, the number nearest to one- third, shall retire from office.
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.
At the annual general meeting at which a director retires as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto.
(a) If the place of the retiring director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.
If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been reappointed at the adjourned meeting, unless-
at that meeting or at the previous meeting a resolution for the reappointment of such director has been put to the meeting and lost;
the retiring director has, by a notice in writing addressed to the company. or its Board of directors, expressed his unwillingness to be so reappointed;
he is not qualified or is disqualified for appointment;
a resolution, whether special or ordinary, is required for his appointment or re- appointment in virtue of any pro- visions of this Act; or
the proviso to sub- section (2) of section 263 1
is applicable to the case. 2 3
Explanation.- In this section and in section 257, the expression" retiring director" means a director retiring by rotation.]