Section 152. Appointment of directors
(1) Where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed and in the case of a One Person Company an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member in accordance with this section.
(2) Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting.
(3) No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154 or any other number as may be prescribed under section 153.
(4) Every person proposed to be appointed as a director by the company in general meeting or otherwise shall furnish his Director Identification Number or such other number as may be prescribed under section 153 and a declaration that he is not disqualified to become a director under this Act.
(5) A person appointed as a director shall not act as a director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed:
Provided that in the case of appointment of an independent director in the general meeting, the explanatory statement annexed to the notice shall include a statement that, in the opinion of the Board, he fulfils the conditions specified in this Act for such appointment.
(6) (a) 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 shall be persons whose period of office is liable to determination by retirement of directors by rotation and, save as otherwise expressly provided in this Act, shall be appointed by the company in general meeting.
(b) The remaining directors in such company shall, in default of and subject to the articles, also be appointed by the company in general meeting.
(c) At the first annual general meeting of a public company held next after the date of the general meeting at which the first directors are appointed and at every subsequent annual general meeting, one-third of such directors as are liable to retire by rotation, or if their number is neither three nor a multiple of three, the number nearest to one-third, shall retire.
(d) The directors to retire by rotation shall be those who have been longest in office since their last appointment, but where directors became directors on the same day, the directors to retire shall, in default of and subject to agreement among themselves, be determined by lot.
(e) At the annual general meeting at which a director retires, the company may fill the vacancy by appointing the retiring director or some other person.
Explanation.—For the purposes of this sub-section, “total number of directors” shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.
(7) (a) If the vacancy of the retiring director is not filled and the meeting has not expressly resolved not to fill it, 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 national holiday, till the next succeeding day which is not a holiday, at the same time and place.
(b) If at the adjourned meeting also the vacancy is not filled and that meeting has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless—
(i) at that meeting or at the previous meeting a resolution for his re-appointment has been put to the meeting and lost;
(ii) the retiring director has expressed unwillingness to be re-appointed;
(iii) he is not qualified or is disqualified for appointment;
(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment by virtue of any provision of this Act; or
(v) section 162 is applicable to the case.
Explanation.—For the purposes of this section and section 160, “retiring director” means a director retiring by rotation.
