Directors play a pivotal role in managing company affairs. The document outlines various methods for appointing directors: first directors are usually subscribers to the memorandum; one-third of directors must retire each AGM; retiring directors can be reappointed; new directors require member notice and deposit; listed companies must have one-third independent directors; directors can fill vacancies; third parties like governments can appoint directors; proportional representation of large shareholders is allowed; and small shareholders can elect one director.

1. of
Appointment
Directors

2. Submitted To
Teacher Name

3. Submitted By
Your Name

4. Who is a directo
A person who directs, conducts, manages
and supervises the affairs of a company.01
02
03
04
The directors are the brain behind a company
The directors occupy a pivotal position in the structure
of a company
The directors are described sometimes as agents, sometimes
as trustees and sometimes as managing partners

5. Appointment of Directors
First
Directors

6. FIRST DIRECTORS
Either the name of the first director or the mode of
appointment of first director may be presented by
prescribed by the Articles
.
If no provision is made in the articles of a company for the
appointment of the first director ,the subscribers to the
memorandum shall be deemed to be the first directors of
the company . They shall hold the office until the directors
are duly appointed in the annual general meeting
According to Section 152

7. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors

8. Subsequent Appointment of Directors By Members
1
2
Subsequent Directors must be Appointed in accordance with
annual general meeting
Every person , proposed to be appointed as the director
shall furnish his Director Identification Number and a
declaration that he is not disqualified to become a
director under this Act
A person to be appointed as the director of the company
shall have the Directors Identification Number allowed
by the central government
According to Section 152

9. 4
5
3
A person appointed as a director shall give his consent
to hold the office as a director and the consent is to be
filed with the registrar within thirty days of his
appointment
Every company shall have at least one director who
stayed in India for a total period of not less than 182
days in the previous calendar year.
Every listed public company shall have at least one –
third of the board strength as independent directors

10. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Reappointment of
retiring Directors

11. Retirement of directors
by Rotation
At every annual general
meeting, one-third of such
directors who are liable to
retire by rotation shall retire
from office.
In case two directors date of
appointment is same, then
either they both discuss and
come to a conclusion or it is
selected through lot

12. Re-appointment of Retiring Directors
Procedures2 Procedures3Procedures
1
At the annual
general meeting at
which a director
retires by rotation ,
the company may
fill up the vacancy
by appointing the
retiring directors or
someone else.
If such a place is not
filled up in the
meeting, the same
will be adjourned to
same day in the next
week
In case , in such
adjourned meeting
also, the place of
retired director is
not filled up, nor is
there a resolution
not to fill the
vacancy; the
retiring director is
deemed to have
been reappointed at
the adjourned
meeting

13. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors

14. Appointment of the new directors other than retiring directors
02
03
If a person were to be appointed as a director , he should
be an eligible person to hold the office as the director
Such intention of the person is to be made known to the
company by serving a notice at least 14 days before the
meeting
01
A notice is to served along with deposit of Rs.100000 or
such higher amount as may be prescribed which shall
be refunded , is to be made by such person or by the
member who proposes him as the director.
Company shall inform all the members at least seven
days before the meeting about this candidature04

15. Appointment of the new directors other than retiring
directors
06
07
It shall be informed to all the members individually by
sending a notice or by giving advertisement in at least
two newspapers, circulated in the place where the
registered office of the company is located
If such person , who served the notice to become the
director, is elected as director , the amount deposited by
him will be refunded to him
05
If he is not elected as director , then the amount
deposited by him will be forfeited by the company
.
Every person whose name is proposed as the candidate for
the office of a director shall sign and file with company his
consent in writing to act as a director , if appointed.
08
Likewise as person who for the first time has been appointed
as a director has also to file such consent in writing to the
registrar within 30 days from the date of his appointment
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16. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors

17. Appointment of
Independent directors
Every listed company shall have at least one- third of the total number of directors
as independent directors
An independent director in relation to a company means a director other than
managing directors or a whole-time director or a nominee
According to Section 152
who, in the opinion of the board ,
is a person of integrity and
possesses relevant expertise and
experience.
who is not a promoter of the
company or its holding,
subsidiary or associate company
;
who is not related to the
promoters or directors in the
company, its holding,
subsidiary or associate company
who has or had no pecuniary
relation or transaction with
the company

18. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Appointment of
Director by Directors
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors
Additional
Directors Casual Vacancy

19. Appointment of directors by Directors
According to Section 161
Directors may appoint
director and same are
discussed here under
They are appointed by
the board members of
the company. They
appointed on a
temporary basis
Additional directors
In the case of death, resignation, or
failure of an elected director may
arise ,there occurs a casual vacancy.
Thus the directors are appointed in
the next general meeting
Casual vacancy

20. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Appointment of
Director by Directors
Appointment by
third Parties
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors
Additional
Directors Casual Vacancy

21. Appointment of directors by third
parties
Subject to the articles of a company , the
board may appoint any person as a director
nominated by any institution in pursuance of
the provisions of any law for the time being in
force or of any agreement or by the central
government or the state government by virtue
of its shareholding in a government company

22. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Appointment of
Director by Directors
Appointment by
third Parties
Appointment By
proportional
representation
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors
Additional
Directors Casual Vacancy

23. Appointment by proportional representation
Ordinarily , directors are appointed by
simple majority vote on the resolutions
moved for their appointment. As a result of
this , majority shareholders controlling 51%
or more of the vote are able to elect all the
directors , whereas a substantial minority
holding even 49 per cent of the votes cannot
place even a single director on the Board.
The articles of a company may provide for
the appointment of not less than two-
thirds of the total number of directors of a
public company or a private company
which is a subsidiary of a public company
according to the principle of proportional
representation

24. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Appointment of
Director by Directors
Appointment by
third Parties
Appointment By
proportional
representation
Appointment by
Small Share Holders
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors
Additional
Directors Casual Vacancy

25. Appointment of directors by small
shareholders
A listed company may have one
director elected by such small
shareholders in such manner and
with such terms and conditions as
may prescribed.

26. Thank You

27. Appointment of Directors
Subsequent
Appointment By
Members
First
Directors
Appointment of
Independent
Directors
Appointment of
Director by Directors
Appointment by
third Parties
Appointment By
proportional
representation
Appointment by
Small Share Holders
Reappointment of
retiring Directors
Appointment of
new Directors
other than
retiring Directors
Additional
Directors Casual Vacancy