Appointment of 
               Directors
       The Directors of a company can be appointed in the following ways:
   1. By Small Shareholders, as regards 
   Small Shareholders Director:
   • Section 151 of the Companies Act and Rule 7 of the Companies Rules, 
    2014 govern the appointment of Small Shareholders appointment. 
   • The appointment of the candidate of the small shareholder shall take 
    place only if it is approved by an ordinary resolution of the 
    shareholders at a meeting.
  2. By the Articles as regards First Director:
  As per Section 152(1), the first directors are usually appointed by name in the articles or in the 
                   manner provided therein. 
   Where the articles do not provide for the appointment of first director, the subscriber of the 
    memorandum, who are the individuals, shall be deemed to be the first director for the 
              company until the directors are duly appointed.
  In case OPC (one person company) an individual being member shall be deemed to be its first 
  director until the director or directors are duly appointed as per the provisions of this section.
    3. By a Company in a General 
    Meeting, as regards Subsequent 
    Directors:
    • (i) Section 152(2) provides that a director of a company (other than 
     the First Director) shall be appointed by the company in a general 
     meeting.
    • A person appointed as Director must have his Director Identification 
     Number (DIN).
    • He shall also furnish a declaration that he is not disqualified to 
     become a director under this act.
    • A person proposed to be a director shall give his consent to hold 
     office of Director with the company in Form No. 2.
      • (ii) Rotational and Non Rotational Directors:
      • Section 152(6)(a) provides that unless the articles provide for the retirement of all 
       the directors at every annual general meeting, atleast two third of the total 
       numbers of directors of public company are liable to retired by rotation or are 
       called rotational directors and shall be appointed by shareholders in a meeting.
      • In case of a private company, which is not a subsidiary of a public company, it is 
       not compulsory under the law that they must have rotational directors. 
      • Section 152(6)c provides that out of the 2/3rd directors subject to retirement by 
                rd           rd
       rotation, 1/3  or nearest to 1/3  of the directors must retire at an annual general 
       meeting every year. Those, who have been longest in office shall retire first. 
      • Case Study: B.R Kundra vs Motion Pictures Association