Director tenure follows the articles of association; where no retirement period is fixed, office continues until lawful removal.

A duly appointed director's tenure is governed by the company's articles of association, not by section 255(2) of the Companies Act, 1956. Where the company is not subject to the rotation rule in section 255(1) and the articles do not fix a retirement period, the director continues in office until removed in accordance with law under section 284. On that basis, the directors could not be denied the right to function merely on the footing that their term had expired, and they remained entitled to hold office until lawful removal.

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Issues: Whether directors of a company could be denied the right to function merely because their term was said to have expired, when the articles of association did not provide a fixed period of retirement and no removal in accordance with law had taken place.

Analysis: Section 255(2) of the Companies Act, 1956 concerns appointment of directors in general meeting, but does not govern the duration of the term of a duly appointed director. In the case of companies other than those covered by the rotation rule in section 255(1), the tenure of directors depends on the articles of association. Where the articles contain no fixed period for retirement, a director continues in office until removed under section 284 of the Companies Act, 1956.

Conclusion: The directors continued to hold office and could not be interfered with until removed in accordance with law.

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