Companies Act, 1956
Sec 255 - Appointment of directors and proportion of
those who are to retire by rotation.
(1) Unless the articles provide for the
retirement of all directors at every annual general meeting, not less than
two-thirds of the total number of directors of a public company, or of a
private company which is a subsidiary of a public company, shall
(a) be persons whose period of office is
liable to determination by retirement of directors by rotation; and
(b) save as otherwise expressly provided in
this Act, be appointed by the company in general meeting.
(2) The remaining directors in the case of any
such company, and the directors generally in the case of a private company
which is not a subsidiary of a public company, shall, in default of and subject
to any regulations in the articles of the company, also be appointed by the
company in general meeting.