Whether Managing Director is liable to retire by rotation.

Retire by rotation of Managing Director.
Section 2(26) of Companies Act, 1956 defines ‘Managing Director’.
Section 255 of Companies Act, 1956 provides that not less than two-thirds of the total number of directors (of a Public Company or its subsidiary) shall be liable to retire by rotation, unless the Articles of Association provide for the retirement of all directors at every Annual General Meeting. It is common that the Articles of Association of the Public Companies provide that the Managing Director shall not liable to retire by rotation so long as he hold the position of Managing Director.
If a Managing Director, who is appointed for a fixed term(may be five years), is liable to retire by rotation, a situation may arise that at an Annual General Meeting, he would retire by rotation and reappointed at the same meeting. So as soon as his retirement at the Annual General Meeting and before his reappointment, he might deem as not occupying the position of a Director and hence the office of Managing Director. That is, there is a break to his appointment as a Managing Director. So the question is whether he is to be reappointed.
In this regard department of Corporate Affairs, through letter no. 8/16(1)/61-PR, dated 9-5-1961 clarified as follows. A Managing Director’s office as Managing Director does not suffer any break if he retires as a Director under Section 255 of the Act and is re-elected as a Director in the same meeting. In such case, the approval of the Government would not be necessary for five years where the terms of appointment of a Managing Director have already been approved by the Government for that period.
Some important points regarding the position Managing Director:
1.	A Managing Director is both a Director and employee of the Company.
2.	If the Articles of Association give power to the directors to appoint one among them as Managing Director, the members cannot exercise that power.
	Thomas Logan Limited v. Davis (1911)
3.	The capacity of Managing Director cannot be terminated by sending resignation. It becomes effective only when the Company accepts the resignation and relieves him from his duties.
	Achutha Pai v. Registrar of Companies (1966).
4.	A Managing Director, being in charge of the management of the Company’s affairs, enjoys the power to vary the duties of employees within permissible limits.
V.Ramaswami v. Madras Times Printing & Publishing Co.  (1917)
5.	If the Company has borrowing powers, Managing Director has the authority to authenticate promissory notes on behalf of the Company.
	Kumar Krishna Rohatagi v. State Bank of India (1980)