Skip to content

CS Executive · Company Law and Practice · Directors

At the AGM of a public company, Mr. Gupta retires by rotation. The meeting neither re-appoints him nor expressly resolves not to fill the vacancy, so it is adjourned to the same day next week. At the adjourned meeting also the vacancy is not filled and there is no resolution against filling it. Mr. Gupta has not expressed any unwillingness, is qualified, and no resolution for his re-appointment was lost. What is the position?

Mr. Gupta is deemed to have been re-appointed at the adjourned meeting. Where the vacancy is still unfilled and the meeting has not expressly resolved against filling it, a retiring director is deemed re-appointed unless an exception applies, such as a lost resolution, written unwillingness, or disqualification.

  1. AHe is deemed to have been re-appointed at the adjourned meetingCorrect
  2. BHe ceases to be a director at the end of the adjourned meeting
  3. CThe Board must appoint someone else within thirty days
  4. DHe continues only until the next AGM and not beyond

Explanation

If the vacancy is not filled at the adjourned meeting and the meeting has not expressly resolved not to fill it, the retiring director is deemed re-appointed. None of the exceptions apply: no lost resolution, no written unwillingness, no disqualification, no special requirement for a resolution, and no single-resolution issue.

Did you get it right without looking?

One question tells you little. A timed set on Directors shows your real accuracy, how long you take and where you lose marks.

Practise DirectorsFree diagnostic mock

More Directors questions